Exhibit 4.13


 





EXECUTION VERSION


  


CO-LENDER AGREEMENT


 


Dated as of September 18, 2018


 


by and between


 


LADDER CAPITAL FINANCE LLC

(Initial Note A-1 Holder)


 


LADDER CAPITAL FINANCE LLC

(Initial Note A-2 Holder)


 


LADDER CAPITAL FINANCE LLC

(Initial Note A-3 Holder)


 


and


 


IGIS US PRIVATE PLACEMENT REAL ESTATE INVESTMENT
TRUST NO. 228

(Initial Note B Holder)


 


HOLIDAY INN FINANCIAL DISTRICT


 




     


     


    

 


THIS CO-LENDER AGREEMENT
(“Agreement”), dated as of September 18, 2018 by and among LADDER CAPITAL FINANCE LLC, a Delaware limited liability
company, having an address at 345 Park Avenue, 8th Floor, New York, New York 10154 (together with its successors and
assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in
its capacity as the initial agent, the “Initial Agent”), LADDER CAPITAL FINANCE LLC, a Delaware limited liability,
having an address at 345 Park Avenue, 8th Floor, New York, New York 10154 (together with its successors and assigns
in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), LADDER CAPITAL
FINANCE LLC, a Delaware limited liability, having an address at 345 Park Avenue, 8th Floor, New York, New York 10154
(together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial
Note A-3 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial
Senior Noteholders”), and IGIS US PRIVATE PLACEMENT REAL ESTATE INVESTMENT TRUST NO. 228, having an address at c/o IGIS
Asset Management, 14F Sewoo Building, 115 Yeouigongwon-ro, Yeoungdeungpo-gu, Seoul 150-868, Korea (together with its successors
and assigns in interest, in its capacity as initial owner of the Note B, the “Initial Junior Noteholder” and,
together with the Initial Senior Noteholders, the “Initial Noteholders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Loan Agreement (as defined herein) Ladder Capital Finance LLC originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”);


 


WHEREAS, pursuant to
the Note Splitter and Modifications Agreement and Omnibus Amendment to Loan Documents dated as of September 18, 2018, the Mortgage
Loan is currently evidenced, inter alia, by four promissory notes (collectively, as amended, modified or supplemented, the
“Notes”), each dated September 18, 2018, with the first such note in the original principal amount of $32,025,000
(as amended, modified or supplemented, “Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial
Note A-1 Holder, the second such note in the original principal amount of $35,000,000 (as amended, modified or supplemented, “Note
A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder, the third such note in the original
principal amount of $20,000,000 (as amended, modified or supplemented, the “Note A-3” and, together with Note
A-1 and Note A-2, the “Senior Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder,
and the fourth such note in the original principal amount of $50,000,000 (as amended, modified or supplemented, “Note
B” or the “Junior Note”) made by the Mortgage Loan Borrower in favor of the Initial Note B Noteholder,
and secured by a certain first deed of trust lien (as amended, modified or supplemented, the “Mortgage”) on
one or more parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged
Property”); and


 


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, and the Initial Junior Noteholder desire to enter into
this Agreement to


 



     


     


    

 


memorialize the terms under which the Initial Senior Noteholder and the Initial Junior Noteholder are holding
the Senior Note and the Junior Note, respectively, in the Mortgage Loan.


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section 1.          Definitions.
References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals
of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term or such other analogous
term used in (i) prior to the Securitization Date, the Model PSA and (ii) from and after the Securitization Date, the Lead Securitization
Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless
the context clearly requires otherwise.


 


“Acceptable
Insurance Default” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
or such other analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned
to such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing
Agreement.


 


“Additional
Servicing Expenses” shall mean:


 


(a) prior to the
Securitization Date, (i) all property protection advances, fees and/or expenses incurred by the Agent, and (ii) all interest
accrued on Advances made by the Agent; provided that: (A) the aggregate special servicing administration fee (which
fee is payable solely during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall equal 0.25% per
annum of the outstanding principal balance of the Mortgage Loan, (B) the special servicing liquidation fee (or
equivalent) shall equal 1.00% of the collections made with respect to the Mortgage Loan or any sums received from proceeds
from the disposition of the Mortgaged Property or the Mortgage Loan, as the case may be (or, if such rate would result in an
aggregate liquidation fee less than $25,000, then the liquidation fee rate will be equal to the lesser of (x) 3.00% and (y)
such lower rate as would result in an aggregate liquidation fee equal to $25,000; and (C) the special servicing workout fee
(or equivalent) shall be equal to the greater of (x) 1.00% of the collections made with respect to the Mortgage Loan while
the Mortgage Loan is a performing or Corrected Mortgage Loan and (y) $25,000; and


 


(b) from and after the
Securitization Date, (i) all property protection advances, fees and/or expenses incurred by and reimbursable to any Servicer, Trustee,
Securitization Operating Advisor, certificate administrator or fiscal agent pursuant to the Lead Securitization Servicing Agreement,
and (ii) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Lead Securitization
Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of a Non-Lead Securitization
Servicing Agreement (provided that: (A) the aggregate special servicing administration fee (which fee is payable solely
during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed 0.25% per annum of the
outstanding principal balance of the Mortgage Loan, (B) the special servicing liquidation fee (or equivalent) shall not exceed
1.00% of the collections made with respect to the Mortgage Loan or any sums


 



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received from proceeds from the disposition of the
Mortgaged Property or the Mortgage Loan, as the case may be (or, if such rate would result in an aggregate liquidation fee less
than $25,000, then the liquidation fee rate will be equal to the lesser of (x) 3.00% and (y) such lower rate as would result in
an aggregate liquidation fee equal to $25,000; and (C) the special servicing workout fee (or equivalent) shall be equal to the
greater of (x) 1.00% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or Corrected
Mortgage Loan and (y) $25,000.


 


“Advance Interest
Amount” shall mean interest on Advances (i) prior to the Securitization Date, accruing at the Prime Rate and payable
on demand and (ii) from and after the Securitization Date, payable as specified in the Lead Securitization Servicing Agreement
or the Non-Lead Securitization Servicing Agreement, as applicable.


 


“Advances”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term (or other analogous
term) in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable.


 


“Affiliate”
shall mean, 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.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Master Servicer in its role as “Companion Paying Agent” (or equivalent term) under
the Lead Securitization Servicing Agreement.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
CT Corporation System, 111 Eighth Avenue, New York, New York 10011, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Appraisal”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 






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“Appraisal Reduction
Amount”:


 


(A)       prior
to the Securitization Date, shall mean, after the occurrence of an Appraisal Trigger Event, an amount (calculated initially as
of the Determination Date immediately following the later of the date on which the Appraisal Trigger Event occurs and the date
on which the applicable Appraisal was obtained) equal to the excess, if any, of:


 


(1)       the
sum of, without duplication, (i) the outstanding principal balance of the Mortgage Loan as of the applicable date of determination,
(ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all accrued and unpaid interest
on the Mortgage Loan through the most recent Due Date prior to the date of determination (exclusive of any portion thereof that
represents Default Interest), (iii) all other amounts (excluding principal, default interest, late charges, penalty charges, exit
fees, Prepayment Premiums and any similar amounts) due and unpaid with respect to the Mortgage Loan, (iv) all related unreimbursed
Advances made by or on behalf of (plus all accrued and unpaid interest on such Advances (other than Unliquidated Advances) payable
to) the Master Servicer, the Special Servicer and/or the Trustee with respect to Mortgage Loan, (v) any other unpaid trust fund
expenses (excluding any costs that do not relate directly to the Mortgage Loan), and (vi) all currently due and unpaid real estate
taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded improvement or other applicable reserves,
in respect of the related Mortgaged Property or REO Property, as the case may be (in each case, net of any amounts escrowed with
the Master Servicer or the Special Servicer for such items); over


 


(2)       an
amount equal to the sum of: (i) the excess, if any, of (x) 90% of the Appraised Value of the Mortgaged Property (or REO Property)
as determined by the applicable Appraisal or any letter update of such Appraisal, over (y) the amount of any obligations secured
by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the Mortgage Loan; plus (ii) the amount
of any Escrow Payments and/or reserve funds held by the Master Servicer or the Special Servicer with respect to the Mortgage Loan,
the related Mortgaged Property or any related REO Property that are not being held in respect of any real estate taxes and assessments,
insurance premiums or, if applicable, ground rents; plus (iii) the amount of any letter of credit constituting additional
security for the Mortgage Loan and that may be applied towards the reduction of the principal balance of the Mortgage Loan; plus
(iv) the amount of any Threshold Event Collateral then held by the Servicer; and


 


(B)       from
and after the Securitization Date, shall have the meaning assigned to such term or an analogous term in the Lead Securitization
Servicing Agreement.


 


“Appraisal Review
Period” shall have the meaning assigned to such term in Section 5(h)(ii).


 


“Appraisal Trigger
Event”:


 


(i)       prior
to the Securitization Date, shall mean the earliest of the date on which the Mortgage Loan: (a) becomes a modified Mortgage Loan
following the occurrence of


 



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a Servicing Transfer Event, (b) becomes an REO Loan, (c) with respect to which a receiver or similar
official is appointed and continues for thirty (30) days in such capacity in respect of the Mortgaged Property, (d) the Mortgage
Loan Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such
proceedings remain undismissed for sixty (60) days, (e) any Monthly Payment (other than a Balloon Payment) becomes one hundred
twenty (120) days or more delinquent, or (f) the Mortgage Loan Borrower fails to make when due any Balloon Payment and the Mortgage
Loan Borrower does not deliver to the Master Servicer or the Special Servicer, on or before the due date of the Balloon Payment,
a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Master Servicer (and the Master Servicer shall promptly forward such commitment
to the Special Servicer) which provides that such refinancing will occur within one hundred twenty (120) days after the date on
which the Balloon Payment will become due (provided that if either such refinancing does not occur during that time or the
Master Servicer is required during that time to make any P&I Advance in respect of the Mortgage Loan, an Appraisal Trigger
Event will occur immediately); and


 


(ii)       from
and after the Securitization Date, shall have the meaning assigned to such term or an analogous term in the Lead Securitization
Servicing Agreement.


 


“Appraised-Out
Holder” shall have the meaning assigned to such term in Section 5(h)(i).


 


“Appraised Value”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Asset Status
Report” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other
analogous term used in the Model PSA; and (ii) from and after the Securitization Date, shall have the meaning assigned to such
term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Balloon Payment”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated
thereto.


 


“Business Day”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA


 



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and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“CLO”
shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender”.


 


“CLO Asset Manager”
with respect to any Securitization Vehicle which is a CLO, shall mean the entity that is responsible for managing or administering
the Junior Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle
(including, without limitation, the right to exercise any consent and control rights available to the holder of the Junior Note).


 


“Certificate
Administrator” shall mean the certificate administrator under the Lead Securitization Servicing Agreement, if any.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Condemnation
Proceeds” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such
other analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to
such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing
Agreement.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(g).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(g).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(g).


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of an entity, whether through the ability to exercise voting power, by contract or otherwise.


 


“Control Appraisal
Period” shall mean any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)       (1)
the initial Junior Note Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received on, the Junior Note after the date of creation of the Junior
Note (but excluding reimbursements of any cure payments or Advances made by the Junior Noteholder), (y) any Appraisal Reduction
Amount for the Mortgage Loan that is allocated to the Junior Note and (z) any Realized Principal Losses with respect to any


 



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Mortgaged
Property or the Mortgage Loan that are allocated to the Junior Note Principal Balance, plus (3) the Threshold Event Collateral
then held by the Servicer, is less than


 


(b)       twenty-five
percent (25%) of the remainder of the (i) initial Junior Note Principal Balance less (ii) any payments of principal (whether as
principal prepayments or otherwise) allocated to, and received by, the Junior Noteholder on the Junior Note after the date of creation
of the Junior Note (but excluding reimbursements of any cure payments or Advances made by the Junior Noteholder).


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Junior Noteholder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided
that, if the Junior Noteholder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Note of
the Junior Noteholder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower
or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control
Appraisal Period shall be deemed to have occurred with respect to such Junior Noteholder. As of the Closing Date, the Controlling
Noteholder will be the Junior Noteholder. For the avoidance of doubt, if a Control Appraisal Period has occurred but has subsequently,
pursuant to Section 5(i) of this Agreement, been deemed not to have occurred, then for purposes of this definition, no Control
Appraisal Period shall be deemed to have occurred.


 


At any time that Note
A-1 is included in a Securitization and the Note A-1 Holder is the “Controlling Noteholder” pursuant to this definition,
the rights of the “Controlling Noteholder” herein may be exercised by the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the applicable
Lead Securitization Servicing Agreement.


 


“Corrected Mortgage
Loan” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other
analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term
in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Credit Risk
Retention Rule”: The final rule promulgated to implement the credit risk retention requirements under Section 15G of
the Exchange Act, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; Pages:
77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been
provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing
Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release
(79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time,
in each case, as effective from time to time as of the applicable compliance date specified therein.


 






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“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


“DBRS”
shall mean DBRS, Inc., and its successors in interest.


 


“Default Interest”
shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


“Defaulted Loan”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Senior Note Principal Balance, (b) accrued and
unpaid interest thereon at the Senior Note Rate, from the date as to which interest was last paid in full by Mortgage Loan Borrower
up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date the purchase
occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit
fees and any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is
the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit
fees and any other similar fees, (d) any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing
the Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned
and unpaid special servicing fees), (e) any accrued and unpaid Advance Interest Amount, (f) (i) if the Mortgage Loan Borrower or
a Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Senior Notes are purchased after ninety (90) days (or, on
or after the Securitization Date, if the Lead Securitization Servicing Agreement provides for a longer period, such longer period)
after such option first becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees payable under
the Lead Securitization Servicing Agreement with respect to the Senior Notes and (g) any Recovered Costs not reimbursed previously
to the Senior Notes pursuant to this Agreement. Notwithstanding the foregoing, if the Junior Noteholder is purchasing from the
Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include
the amounts described under clauses (d) through (g) of this definition. If the Mortgage Loan is converted into a REO Property,
for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue at the Senior
Note Rate on the Senior Note Principal Balance, as if the Mortgage Loan were not so converted. In no event shall the Defaulted
Mortgage Loan Purchase Price include amounts due or payable to the Junior Noteholder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Determination
Date” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other
analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term
in


 



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the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Due Date”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Escrow Payment”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Event of Default”
shall mean, with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage Loan Documents.


 


“Excluded Information”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Fitch”
shall mean Fitch, Inc., and its successors in interest.


 


“Guarantor”
shall have the meaning assigned to such term in the Mortgage Loan Documents.


 


“Initial Agent”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Junior
Noteholder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-2 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Noteholders”
shall have the meaning assigned to such term in the preamble to this Agreement.


 






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“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution
of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage
Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, however, that following any such permitted transaction affecting
the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor
owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided,
further, however, that for the purposes of this definition, in the event that more than one entity comprises the
Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


“Insurance Proceeds”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Interest Rate”
shall have the meaning assigned to the term “Interest Rate” in the Mortgage Loan Documents.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CLO, shall mean a trust vehicle or entity which holds
the Junior Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as
collateral for the CLO.


 


“Junior Note”
shall have the meaning assigned to such term in the recitals.


 


“Junior Note
Default Rate” shall mean a rate per annum equal to the Junior Note Rate plus the Note Default Interest Spread.


 


“Junior Note
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Junior Note Principal
Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


“Junior Note
Principal Balance” shall mean, at any time of determination, the initial Junior Note Principal Balance set forth on the
Mortgage Loan Schedule, less any payments of principal thereon or reductions in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Junior Note
Rate” shall mean the Junior Note Rate set forth on the Mortgage Loan Schedule.


 






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“Junior Note
Relative Spread” shall mean the ratio of the Junior Note Rate to the Mortgage Loan Rate.


 


“Junior Noteholder”
shall mean the Initial Junior Noteholder, and its successors in interest, or any subsequent holder of the Junior Note.


 


“Junior Operating
Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“Kroll”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


 


“Lead Depositor”
shall mean the Person selected by the Lead Senior Noteholder to create the Lead Securitization Trust.


 


“Lead Securitization”
shall mean during the period (i) from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date,
the Note A-2 Securitization, and (ii) from and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of the Lead Senior Note.


 


“Lead Securitization
Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Lead Senior
Note” shall mean during the period (i) from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, Note A-2, and (ii) from and after the Note A-1 Securitization Date, Note A-1.


 


“Lead Senior
Noteholder” shall mean the holder of the Lead Senior Note.


 


“Lead Servicer”
shall mean the servicer and/or special servicer under the Lead Securitization Servicing Agreement.


 


“Lead Trustee”
shall mean the trustee under the Lead Securitization Servicing Agreement.


 


“Lender”
shall have the meaning assigned to such term in the Mortgage.


 


“Liquidation
Proceeds” (i) prior to the Securitization Date, shall mean the amount (other than insurance proceeds, condemnation awards
or amounts required to be paid to the Mortgage Loan Borrower or other Persons pursuant to the Mortgage Loan Documents or applicable
law) received in connection with (y) the liquidation of a Specially Serviced Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise or (z) a sale of the Mortgage Loan or an REO Property in accordance with this Agreement and (ii) from and after
the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or any one
or more analogous terms in the Lead Securitization Servicing Agreement.


 






     11


     


    

 


“Loan Agreement”
shall mean that certain Loan Agreement, dated as of September 18, 2018, between Ladder Capital Finance LLC, as lender, and Golden
Seahorse LLC, as borrower, as the same may be further amended, restated, renewed, extended, modified or supplemented from time
to time, subject to the terms hereof.


 


“Major Decision”
shall mean:


 


(i) prior to the Securitization
Date:


 


(a)       
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the
ownership of the Mortgaged Property;


 


(b)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(c)       following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the Mortgage Loan Documents;


 


(d)       any
sale of a Defaulted Loan or REO Property for less than the applicable Purchase Price;


 


(e)       any
determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any hazardous materials located at the Mortgaged Property or an REO Property;


 


(f)       any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the Mortgage Loan Documents and for which there
is no Lender discretion;


 


(g)       any
waiver of a “due on sale” or “due on encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Mortgaged Property or direct or indirect interests in the Mortgage Loan Borrower;


 


(h)       any
amendment, modification or termination of any Management Agreement or Franchise Agreement (each as defined in the Loan Agreement),
any property management company or franchisor changes, including, without limitation, approval of the termination of the existing
property manager or franchisor and appointment of a new property manager or franchisor, or other franchise changes with respect
to a Mortgage Loan, in each case for which the Lender is required to consent or approve such changes under the Mortgage Loan Documents;


 


(i)       releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those


 



     12


     


    

 


required pursuant to the specific terms of the Mortgage Loan Documents and for which there is no
lender discretion;


 


(j)         any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the Mortgage Loan Borrower,
Guarantor or other guarantor, indemnitor or obligor releasing the Mortgage Loan Borrower, Guarantor or other guarantor, indemnitor
or obligor from liability under the Mortgage Loan other than pursuant to the specific terms of the Mortgage Loan and for which
there is no lender discretion;


 


(k)       any
determination of an Acceptable Insurance Default;


 


(l)         the
execution, termination, modification, waiver or amendment of any material lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any material lease, in each case to the extent Lender approval is required under the
Mortgage Loan Documents;


 


(m)      
any filing of a bankruptcy or similar action against the Mortgage Loan Borrower or Guarantor or the election of any action in a
bankruptcy or Insolvency Proceeding to seek relief from the automatic stay or dismissal of a bankruptcy filing or voting for or
opposing a plan of reorganization, seeking or opposing an order for adequate protection, adequate assurance, a Section 363 sale,
order shortening time or similar motion of procedure in an Insolvency Proceeding or making an Section 1111(b)(2) election on behalf
of the Noteholders;


 


(n)        any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(o)        approval
of the annual budget to the extent the Lender’s consent is required under the Loan Agreement;


 


(p)        approval
of any “Satisfactory Replacement Guarantor” (as defined in the Loan Agreement);


 


(q)        any
incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any beneficial owner of the Mortgage
Loan Borrower (to the extent that the lender has consent rights pursuant to the Mortgage Loan Documents (for purposes of the determination
whether a lender has such consent rights pursuant to the Mortgage Loan Documents, any Mortgage Loan Document provision that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); or


 


(r)         the
approval or adoption of any material alteration at the Mortgaged Property (if lender approval is required by the Mortgage Loan
Documents and, if so,


 



     13


     


    

 


notwithstanding anything to the contrary set forth herein, subject to the same standard of approval as is
set forth in the applicable Mortgage Loan Documents); and


 


(ii) from and after
the Securitization Date, the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Master Servicer”
(i) prior to the Securitization Date, shall mean the Agent and (ii) from and after the Securitization Date, shall have the meaning
assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization
Servicing Agreement.


 


“Master Servicer
Remittance Date” shall mean:


 


(i)       during
the period after the Note A-2 Securitization Date but prior to the Note A-1 Securitization Date:


 


(a)        with
respect to Note A-2, the “Master Servicer Remittance Date” (or analogous term) as defined in the Note A-2 PSA; and


 


(b)       with
respect to Note A-1, Note A-3 and Note B, one Business Day after the Determination Date (as defined in the Note A-2 PSA); and


 


(ii)       after
the Note A-1 Securitization Date:


 


(a)       with
respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Note A-1 PSA; and


 


(b)       with
respect to Note A-2, the earlier of the “Master Servicer Remittance Date” (or analogous term) as defined in the Note
A-1 PSA and the Business Day after the “Determination Date” (or analogous term) as defined in the Note A-2 PSA; provided,
however, that no remittance is required to be made until two Business Days after receipt of the scheduled monthly payment
with respect to the Mortgage Loan;


 


(c)       with
respect to Note A-3, the earlier of the “Master Servicer Remittance Date” (or analogous term) as defined in the Note
A-1 PSA and the Business Day after the “Determination Date” (or analogous term) as defined in the Note A-3 PSA, if
any; provided, however, that no remittance is required to be made until two Business Days after receipt of the scheduled
monthly payment with respect to the Mortgage Loan; and


 


(d)       with
respect to Note B, the Business Day after the “Determination Date” (or analogous term) as defined in the Note A-1 PSA;
provided, however, that no remittance is required to be made until two Business Days after receipt of the scheduled
monthly payment with respect to the Mortgage Loan.


 


“Model PSA”
shall mean the Pooling and Servicing Agreement for the WFCM 2018-C43 transaction dated as of March 1, 2018, among Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a division
of PNC Bank, National Association, as special servicer, Wells


 



     14


     


    

 


Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, a copy of which is attached hereto as Exhibit D.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Debt
Service Payment Amount” shall have the meaning assigned to such term or an analogous term in the Loan Agreement.


 


“Monthly Payment”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Monthly Payment
Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation
resulting from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Borrower” shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Borrower Related Party” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model
PSA or such other analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning
assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization
Servicing Agreement; provided that if the definition of Borrower Party Affiliate (or analogous term) would include any Person
(other than a borrower, a mortgagor, a manager of a Mortgaged Property, an accelerated mezzanine lender or any other Person controlling
or controlled by or under common control with any borrower, mortgagor, manager or accelerated mezzanine lender) owning, directly
or indirectly, less than 25% of the beneficial interests in such borrower, mortgagor, manager or accelerated mezzanine lender,
such Person holding less than 25% shall be deemed not to be a Mortgage Loan Borrower Related Party.


 






     15


     


    

 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage, the Note, the Loan Agreement and all other documents
now or hereafter evidencing and securing or guaranteeing the Mortgage Loan.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Junior Note Rate.


 


“Mortgaged Property”
shall have the meaning assigned to such term in the recitals.


 


“Net Junior
Note Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Net Senior
Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“Non-Controlling
Senior Noteholder” shall mean the Note A-2 and Note A-3 Holder.


 


“Non-Controlling
Senior Noteholder Representative” shall have the meaning assigned to such term in Section 6(d).


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Lead Senior Noteholder
to make such payments free of any obligation or liability for withholding.


 


“Non-Lead Master
Servicer” shall mean the master servicer under a Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Securitization”
shall mean any Securitization of a Note in a Securitization Trust other than the Lead Securitization.


 


“Non-Lead Securitization
Date” shall mean the closing date of any Non-Lead Securitization.


 


“Non-Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of a Non-Lead Senior Note.


 


“Non-Lead Securitization
Trust” shall mean the Securitization Trust into which any Non-Lead Senior Note is deposited.


 






     16


     


    

 


“Non-Lead Senior
Note” shall mean during the period (i) from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, each of the Note A-1 and Note A-3, and (ii) from and after the Note A-1 Securitization Date, each of Note A-2 and Note A-3.


 


“Non-Lead Senior
Noteholder” shall mean any holder of a Non-Lead Senior Note.


 


“Non-Lead Servicer”
shall mean a Non-Lead Master Servicer or a Non-Lead Special Servicer, as the context may require.


 


“Non-Lead Special
Servicer” shall mean the special servicer under a Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Trustee”
shall mean the trustee under a Non-Lead Securitization Servicing Agreement.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Note”
shall mean a Senior Note or the Junior Note, as applicable.


 


“Note A-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, as applicable.


 


“Note A-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance and the Junior Note Principal Balance.


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Note A-1 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions in
such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-1 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


“Note A-1 Securitization”
shall mean the sale by the Note A-1 Holder of Note A-1 to a depositor who will in turn include Note A-1 as part of the securitization
of one or more mortgage loans.


 








     17


     


    




 


“Note A-1 Securitization
Date” shall mean the closing date of the Note A-1 Securitization.


 


“Note A-2”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


“Note A-2 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance and the Junior Note Principal Balance.


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Note A-2 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions in
such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2 Securitization”
shall mean the sale by the Note A-2 Holder of Note A-2 to a depositor who will in turn include Note A-2 as part of the securitization
of one or more mortgage loans.


 


“Note A-2 Securitization
Date” shall mean the closing date of the Note A-2 Securitization.


 


“Note A-3”
shall have the meaning assigned to such term in the recitals.


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


“Note A-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance and the Junior Note Principal Balance.


 


“Note A-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Note A-3 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-3 Holder or reductions in
such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-3 Securitization”
shall mean the sale by the Note A-3 Holder of Note A-3 to a depositor who will in turn include Note A-3 as part of the securitization
of one or more mortgage loans.


 


“Note A-3 Securitization
Date” shall mean the closing date of the Note A-3 Securitization.


 


“Note B”
shall have the meaning assigned to such term in the recitals.


 






     18


     


    

 


“Note Default
Interest Spread” shall mean a rate per annum equal to five percent (5%); provided, however, that if the
weighted average of the Senior Note Default Rate and the Junior Note Default Rate would exceed the maximum rate permitted by applicable
law, the note default interest spread shall equal (i) the rate at which the weighted average of the Senior Note Default Rate and
the Junior Note Default Rate equals the maximum rate permitted by applicable law minus (ii) the Interest Rate.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(f).


 


“Note Rate”
shall mean either of the Senior Note Rate and the Junior Note Rate, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean a Senior Noteholder and the Junior Noteholder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest; with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest; with respect to the Note A-3 Holder, the Note A-3 Percentage Interest; and with respect
to the Junior Noteholder, the Junior Note Percentage Interest, as each may be adjusted from time to time.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto
and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests relating
to commercial real estate, (ii) investing through a fund with committed capital of at least $100,000,000 and (iii) not subject
to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Pledge”
shall have the meaning assigned to such term in Section 19(f).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Prime Rate”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii)


 



     19


     


    

 


from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Principal Balance”
shall mean the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance or the Junior Note Principal
Balance, as applicable.


 


“Purchase Price”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“P&I Advance”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders and any Affiliate of the foregoing or any other Person that is:


 


(a)       an
entity Controlled (as defined below) by, under Common Control with or Controlling any of the Initial Senior Noteholder, the Initial
Junior Noteholder, or


 


(b)       one
or more of the following:


 


(i)       an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan,
pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 


(ii)       an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “institutional accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, or


 


(iii)       a
Qualified Trustee (or in the case of a CLO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Junior Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (A) a
securitization of, (B) the creation of collateralized debt obligations (“CLO”) secured by, or (C) a financing
through an “owner trust” of, any or all of the Junior Note (any of the foregoing, a “Securitization Vehicle”),
provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment
grade by each of the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with a securitization
(it being understood that with


 



     20


     


    

 


respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization
Vehicle, a Rating Agency Confirmation will not be required in connection with a transfer of a Junior Note to such Securitization
Vehicle); (2) in the case of a Securitization Vehicle that is not a CLO, the special servicer of such Securitization Vehicle has
a Required Special Servicer Rating (such entity, an “Approved Servicer”) and such Approved Servicer is required
to service and administer such Junior Note in accordance with servicing arrangements for the assets held by the Securitization
Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction
or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and,
if applicable, each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager which is a Qualified
Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iii), (iv) or (v) of this definition,
or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $200,000,000, in which (A) the Senior Noteholder or the Junior Noteholder, as applicable, (B) a person that is otherwise
a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund
manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50%
of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the
definition), or


 


(v)       an
institution substantially similar to any of the foregoing, and


 


in the case of any entity referred
to in clause (b)(i), (ii), (iii)(A), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity including uncalled capital commitments (except with respect to a pension advisory firm, asset
manager or similar fiduciary) and at least $400,000,000 in total assets including uncalled capital commitments (in name or under
management), and (y) is regularly engaged in the business of making or owning commercial real estate loans (or interests therein)
similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating commercial real estate properties;
provided that, in the case of the entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied
by a general partner, managing member, or the fund manager responsible for the day-to-day management and operation of such entity,
or


 


(c)       any
entity (i) Controlled (as defined below) by any of the entities described in clause (b) above or (ii) approved by the Rating Agencies
hereunder as a Qualified Institutional Lender for purposes of this Agreement.


 






     21


     


    

 


For purposes of this
definition only, “Control” shall mean the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract
or otherwise (“Controlled” has the meaning correlative thereto).


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) Kroll and (f) Morningstar or, if any of such entities
shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical
rating agency designated by a Senior Noteholder; provided, however, that at any time during which a Senior Note is
an asset of a Securitization, “Rating Agencies” or “Rating Agency” shall have the meaning assigned to such
term in the Lead Securitization Servicing Agreement.


 


“Rating Agency
Confirmation” shall mean prior to a Securitization 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 and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement including any deemed Rating Agency Confirmation.


 


“Realized Principal
Loss” shall mean any reduction in the Principal Balance that does not result from an accompanying payment of principal
to any of the Noteholders, which may result from, but is not limited to, one of the following circumstances: (i) the cancellation
or forgiveness of any portion of the Principal Balance in connection with a bankruptcy or similar proceeding or a modification
or amendment of the Mortgage Loan, or (ii) a reduction in the Interest Rate in connection with a bankruptcy or similar proceeding
involving the Mortgage Loan Borrower or a modification or amendment of the Mortgage Loan, that as a result of a Workout, results
in the application of principal to pay interest to one or more Noteholders (each such Realized Principal Loss described in this
clause (ii) shall be deemed to have been incurred on the Monthly Payment Date for each affected monthly payment).


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or


 



     22


     


    

 


in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(f).


 


“Relative Spread”
shall mean the Senior Note Relative Spread or the Junior Note Relative Spread, as the context may require.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REMIC Provisions”
shall mean 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 regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REO Loan”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“REO Property”
(i) prior to the Securitization Date, shall mean any Mortgaged Property title to which has been acquired by a Servicer on behalf
of the Noteholders through foreclosure, deed in lieu of foreclosure or otherwise and (ii) from and after the Securitization Date,
shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Required Special
Servicer Rating” shall mean (i) a rating of “CSS3” in the case of Fitch, (ii) being on S&P’s Select
Servicer List as a U.S. Commercial Mortgage Special Servicer in the case of S&P and (iii) in the case of Moody’s or Morningstar,
as applicable, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage loan
securitization that was rated by Moody’s or Morningstar, as applicable, within the twelve (12) month period prior to the
date of determination, and Moody’s or Morningstar, as applicable, has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch publicly citing the
continuation of such special servicer as special servicer of such commercial mortgage loans as the sole or material factor in such
ratings action.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 


“Securitization”
shall mean one or more sales by a Senior Noteholder of a Senior Note of all or a portion of such Senior Note to a depositor, who
will in turn include such portion of such Senior Note as part of a securitization of one or more mortgage loans.


 






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“Securitization
Date” shall mean the effective date on which the first Securitization of a Senior Note or portion thereof is consummated.


 


“Securitization
Operating Advisor” shall mean the operating advisor under the Lead Securitization Servicing Agreement, if any.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which the Junior Note or Senior Note is held.


 


“Senior Note”
shall have the meaning assigned to such term in the recitals.


 


“Senior Noteholder”
shall mean an Initial Senior Noteholder, or any subsequent holder of a Senior Note, together with its successors and assigns.


 


“Senior Note
Default Rate” shall mean a rate per annum equal to the Senior Note Rate plus the Note Default Interest Spread.


 


“Senior Note
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Senior Note Principal
Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


“Senior Note
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial Senior Note
Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Senior Noteholder
or reductions in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Senior Note
Rate” shall mean the Senior Note Rate set forth on the Mortgage Loan Schedule.


 


“Senior Note
Relative Spread” shall mean the ratio of the Senior Note Rate to the Mortgage Loan Rate.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan or
any other Event of Default which causes the Mortgage Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency
event that constitutes an Event of Default. A Sequential Pay Event shall no longer exist to the extent it has been cured (including
any cure payment made by the Controlling Noteholder in accordance with Section 11) and shall not be deemed to exist to the extent
any Junior Noteholder is exercising its cure rights under Section 11.


 


“Servicer”
shall mean the Master Servicer or the Special Servicer, as the context may require.


 


“Servicer Termination
Event” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other
analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term
in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 






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“Servicing Fee
Rate” (i) prior to the Securitization Date, shall mean one-half basis point (0.005%) per annum and (ii) from and after
the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other
analogous term used in the Lead Securitization Servicing Agreement; provided that from and after the Securitization Date,
the Servicing Fee Rate attributable to the Junior Note shall not exceed one basis point (0.01%) per annum.


 


“Servicing Standard”
(i) prior to the Securitization Date, shall refer to the procedures that the Master Servicer or its subservicer, as an independent
contractor, follows in order to service and administer the Mortgage Loan and administer REO Property solely on behalf of the Noteholders
(as a collective whole as if such Noteholders constituted one lender, it being understood that the Junior Note is subordinate to
the Senior Notes and is in a first-loss position, subject to the terms and conditions of this Agreement) (as determined by the
Master Servicer in the exercise of its good faith and reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the Mortgage Loan Documents and, to the extent consistent with the foregoing, the following standards: (i) the higher
of (a) the same manner in which and with the same care, skill, prudence and diligence with which the Master Servicer services and
administers similar loans and administers foreclosed properties for other third-party portfolios, giving due consideration to customary
and usual standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans and administering
their own foreclosed properties, or (b) with the care, skill, prudence and diligence the Master Servicer uses for loans which it
owns or for foreclosed properties it owns and administers; (ii) with a view to the timely collection of (a) all scheduled payments
of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if no satisfactory
arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to
the Noteholders (as a collective whole as if such Noteholders constitute a single lender, it being understood that the Junior Note
is subordinate to the Senior Notes and is in a first-loss position, subject to the terms of this Agreement) on a net present value
basis and (b) any reimbursable expenses and other amounts due under the Mortgage Loan and (iii) without regard to:


 


		(A)	any relationship that the Master Servicer or its affiliates may have with the Mortgage Loan Borrower
or any of its affiliates;



 


		(B)	the ownership of any other mezzanine loan by the Master Servicer or its affiliates;



 


		(C)	its obligation to make Advances;



 


		(D)	the right of the Master Servicer or its affiliates to receive reimbursement of costs, compensation
or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect
to any particular transaction; or



 


		(E)	the ownership, servicing or management for others of any other loans or property by the Master
Servicer; and



 






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(ii) from and after the
Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other
analogous term used in the Lead Securitization Servicing Agreement.


 


“Servicing Transfer
Event” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such other
analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to such term
in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement,
except that, as provided in Section 11(a)(iii), a Servicing Transfer Event shall be deemed not to have occurred for so long as
the Junior Noteholder is exercising its cure right hereunder.


 


“Special Servicer”
(i) prior to the Securitization Date, shall initially mean the Junior Noteholder and (ii) from and after the Securitization Date,
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term used in
the Lead Securitization Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or
such other analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned
to such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing
Agreement.


 


“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(i).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(i).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 19(f)).


 


“Trustee”
shall mean, with respect to any Securitization, the bank or trust company as may be selected by the applicable depositor and approved
by the Rating Agencies to act as trustee for such Securitization, and shall include any fiscal agent and/or paying agent appointed
for such Securitization.


 


“Unliquidated
Advances” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA or such
other analogous term used in the Model PSA and (ii) from and after the Securitization Date, shall have the meaning assigned to
such term in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing
Agreement.


 






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“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) 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, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August
20, 1996 that is eligible to elect to be treated as a U.S. Person).


 


“Workout”
shall mean any written modification, waiver, amendment or restructuring relating to a workout of the Mortgage Loan or the Note
in connection with a Mortgage Loan default or a likely default.


 


Section 2.          Servicing.      


 


(a)       Each
Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced (i) prior
to the Securitization Date by the Agent or a subservicer appointed by the Agent and (ii) from and after the Securitization Date
(except as otherwise set forth in Section 2(e)), pursuant to the Lead Securitization Servicing Agreement, in each case, in accordance
with this Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of the Notes other than the Lead Senior Note (and the Non-Lead Master Servicer shall not be required to
advance monthly payments of principal and interest in respect of the Notes other than the applicable Non-Lead Senior Note) if
such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate
taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement
of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. The Junior Noteholder
acknowledges that each Senior Noteholder may elect, in its sole discretion, to include its Senior Note in a Securitization and
agrees that it will reasonably cooperate with each Senior Noteholder, at such Senior Noteholder’s expense, to effect such
Securitization. Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, Special Servicer and the Trustee under the Lead Securitization Servicing Agreement
by the Lead Depositor and agrees to reasonably cooperate with and consent with the Master Servicer and the Special Servicer with
respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement and this Agreement.
Each Noteholder hereby appoints the Master Servicer and the Trustee in the Lead Securitization as such Noteholder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf
under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Noteholder set forth herein and,
from and after the Securitization Date, in the Lead Securitization Servicing Agreement). Prior to the Securitization Date, in
no event shall the Servicer be required to enforce the rights of any Noteholder or limit the Servicer in enforcing the rights
of one Noteholder against any other Noteholder, and from and after the Securitization Date, in no event shall the Lead Securitization
Servicing Agreement require the Servicer to enforce the rights of any Noteholder or limit the Servicer in enforcing the rights
of one Noteholder against another Noteholder; provided that this


 



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statement shall not be construed to otherwise limit the
rights of one Noteholder with respect to any other Noteholder.


 


(b)       Each
Noteholder shall pay to the Agent a servicing fee at the Servicing Fee Rate, together with any amounts that would be payable or
reimbursable to the Servicer (including without limitation Additional Servicing Expenses and interest but excluding Servicing Fees)
under the Model PSA if the Model PSA were the servicing agreement for the Mortgage Loan and the Servicer were the “Master
Servicer” and, while the Junior Noteholder is not the Controlling Noteholder, the “Special Servicer” thereunder,
in each case without duplication of the fees and expenses set forth in this Agreement and on demand with respect to any such amounts
accrued prior to the Securitization Date.


 


(c)       The
Controlling Noteholder (or any Junior Operating Advisor appointed by it acting on its behalf) shall exercise the rights and powers
granted to the “Controlling Holder”, “Directing Certificateholder” or “Directing Holder” (or
similar term) (i) prior to the Securitization Date, under the Model PSA and (ii) from and after the Securitization Date, under
the Lead Securitization Servicing Agreement, with respect to the Mortgage Loan.


 


(d)       The
Lead Securitization Servicing Agreement shall contain the Servicing Standard. In no event may the Lead Securitization Servicing
Agreement change the interest or principal allocable to, or the amount of any payments due to, the Junior Noteholder or increase
the Junior Noteholder’s obligations or materially decrease the Junior Noteholder’s rights, remedies or protections
hereunder. The Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer,
in servicing the Mortgage Loan, must take into account the interests of each Noteholder (taking into account that the Junior Note
is junior to the Senior Note and is in a first loss position).


 


(e)         The
Lead Securitization Servicing Agreement shall contain provisions to the effect that:


 


(i)         any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders in accordance with Sections
3 and 4 hereof on the Master Servicer Remittance Date;


 


(ii)        the
Junior Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information
relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Junior Noteholder may reasonably request
and would be customarily in the possession of, or collected or known by, the Master Servicer or Special Servicer of mortgage loans
similar to the Mortgage Loan and, in any event, all information that is required to be provided to holders of the securities issued
by the Securitization Trust that includes other Notes but not limited to standard CREFC® reports and Asset Status
Reports, provided that if an interest in the Junior Note or the Junior Noteholder is held by the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party, then the Junior Noteholder shall not be entitled to receive any Excluded Information;


 






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(iii)       each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Lead Securitization Servicing
Agreement and may directly enforce such rights;


 


(iv)       the
Lead Securitization Servicing Agreement may not be amended without the consent of the Junior Noteholder if such amendment would
materially and adversely affect the Mortgage Loan or the Junior Noteholder’s rights with respect thereto (as determined by
the Junior Noteholder);


 


(v)       the
additional provisions set forth on Schedule I; and


 


(vi)       if
the Lead Securitization Servicing Agreement is the Note A-1 PSA, the additional provisions set forth on Schedule II.


 


(f)         Notwithstanding
anything to the contrary contained in this Agreement, from and after the Securitization Date, any obligation of the Servicer pursuant
to the terms hereof shall be performed by the Master Servicer or the Special Servicer, as applicable, as set forth in the Lead
Securitization Servicing Agreement.


 


(g)       At
any time after the Securitization Date that the Lead Senior Note is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the Lead Senior Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement
mutually agreeable to the Noteholders that contains servicing provisions that are the same as or more favorable to the Junior Noteholder,
in substance, to those in the Lead Securitization Servicing Agreement (including, without limitation, all applicable provisions
relating to delivery of information and reports necessary for any Non-Lead Securitization to comply with any applicable reporting
requirements under the Securities Exchange Act of 1934, as amended), and all references herein to the “Lead Securitization
Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that (1) if a Non-Lead
Senior Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect
to such Securitization and (2) until a replacement servicing agreement has been entered into, the Lead Senior Noteholder shall
cause the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Lead Securitization Servicing
Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead
Securitization or by any Person appointed by the Lead Senior Noteholder that is a qualified servicer meeting the requirements of
the Lead Securitization Servicing Agreement, except that the Servicer shall have no obligation to make any P&I Advances on
the Lead Senior Note(s).


 


(h)       Upon
the occurrence of the Note A-1 Securitization, the Lead Senior Noteholder shall give each other holder (and the applicable servicer
and trustee, if any other Note is in a Securitization) notice of the Lead Securitization in writing (which may be by e-mail) prior
to or promptly following the related Securitization Date. Such notice shall contain contact information for each of the parties
to the related Securitization Servicing Agreement and the identity of the controlling class representative under the Lead Securitization
Servicing Agreement. In addition, after the closing of the Note A-1 Securitization, the related Lead Senior





 






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Noteholder shall send
a copy of the Lead Securitization Servicing Agreement to each of the other Noteholders.


 


(i)       Each
Non-Lead Securitization Servicing Agreement shall contain the provisions set forth in Schedule III.


 


Section 3.          Payments
Prior to a Sequential Pay Event. The Junior Note and the right of the Junior Noteholder to receive payments of interest, principal
and other amounts with respect to the Junior Note shall at all times be junior, subject and subordinate to the Senior Notes and
the right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes
as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing,
all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the
restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage
Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows
required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held
as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable
to the Servicer under this Agreement or, from and after the Securitization Date, under the Lead Securitization Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator
or Trustee with respect to this Mortgage Loan pursuant to this Agreement or, from and after the Securitization Date, the Lead Securitization
Servicing Agreement shall be applied by the Lead Senior Noteholder (or its designee) and distributed by the Lead Senior Noteholder
(or the Servicer on its behalf) for payment in the following order of priority without duplication (and payments shall be made
at such times as are set forth in this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing
Agreement):


 


(a)       first,
to the Senior Noteholders in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net
Senior Note Rate;


 


(b)       second,
to the Senior Noteholders in an amount equal to the Senior Note Percentage Interest of principal payments received, if any, with
respect to such Monthly Payment Date with respect to the Mortgage Loan (including any Monthly Debt Service Payment Amount);


 


(c)        third,
to the Senior Noteholders up to the amount of any unreimbursed costs and expenses paid by or on behalf of the Senior Noteholders
including any Recovered Costs not previously reimbursed to the Senior Noteholders with respect to the Mortgage Loan pursuant to
this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement;


 






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(d)        fourth,
to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net
Junior Note Rate;


 


(e)       
fifth, to the Junior Noteholder in an amount equal to the Junior Note Percentage Interest of principal payments received, if any,
with respect to such Monthly Payment Date with respect to the Mortgage Loan (including any Monthly Debt Service Payment Amount);


 


(f)         sixth,
to the Junior Noteholder up to the amount of any unreimbursed costs and expenses paid by or on behalf of the Junior Noteholder
including, to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Junior Noteholder for all such cure payments;


 


(g)       seventh,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount
up to their pro rata interest therein, based on the product of the Senior Note Percentage Interest multiplied by the Senior Note
Relative Spread;


 


(h)        eighth, any
Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Junior Noteholder in an amount up to
its pro rata interest therein, based on the product of the Junior Note Percentage Interest multiplied by the Junior Note Relative
Spread;


 


(i)         ninth,
to the Senior Noteholder in an amount up to its pro rata interest (based on the Senior Note Percentage Interest) in any Default
Interest, to the extent paid by the Mortgage Loan Borrower;


 


(j)         tenth, to
the Junior Noteholder in an amount up to its pro rata interest (based on the Junior Note Percentage Interest) in any Default Interest,
to the extent paid by the Mortgage Loan Borrower;


 


(k)        eleventh,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(j) and, as a result of a Workout the Principal Balance of the Junior
Note has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if any, of the
Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the Junior Note Rate;


 


(l)         twelfth,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement, including, without
limitation, to compensate a Servicer under this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing
Agreement, any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the
Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 






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(m)       thirteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to the Senior Noteholder and the Junior Noteholder in
accordance with their respective initial Percentage Interests.


 


Payments to the Senior
Noteholders set forth above shall be made to each of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata
and pari passu, based on their respective Principal Balances.


 


Section 4.          Payments
Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section
3 of this Agreement; except, if a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement
or, from and after the Securitization Date, the Lead Securitization Servicing Agreement, shall have occurred and be continuing,
all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received
by the Master Servicer or Special Servicer pursuant to this Agreement or, from and after the Securitization Date, the Lead Securitization
Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly
Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under
any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable
or reimbursable to the Servicer under this Agreement or, from and after the Securitization Date, the Servicer or the Non-Lead Master
Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any
Servicer, Securitization Operating Advisor, Certificate Administrator or Trustee with respect to this Mortgage Loan pursuant to
this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement with respect to the Mortgage
Loan, shall be distributed by the Servicer in the following order of priority without duplication (and payments shall be made at
such times as are set forth in this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement):


 


(a)        first,
to the Senior Noteholders in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net
Senior Note Rate;


 


(b)       second,
to the Senior Noteholders in an amount equal to the Senior Note Principal Balance, until the Senior Note Principal Balance has
been reduced to zero;


 


(c)        third,
to the Senior Noteholders up to the amount of any unreimbursed costs and expenses paid by or on behalf of the Senior Noteholders
including any Recovered Costs not previously reimbursed to the Senior Noteholders with respect to the Mortgage Loan


 



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pursuant to
this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement;


 


(d)       fourth,
to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net
Junior Note Rate;


 


(e)       fifth,
to the Junior Noteholder in an amount equal to the Junior Note Percentage Interest of principal payments received, if any, with
respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced
to zero;


 


(f)        sixth,
to the Junior Noteholder up to the amount of any unreimbursed costs and expenses paid by or on behalf of the Junior Noteholder
including, to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Junior Noteholder for all such cure payments;


 


(g)       seventh,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount
up to its pro rata interest therein, based on the product of the Senior Note Percentage Interests multiplied by the Senior Note
Relative Spread;


 


(h)       eighth,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Junior Noteholder in an amount up
to its pro rata interest therein, based on the product of the Junior Note Percentage Interests multiplied by the Junior Note Relative
Spread;


 


(i)       ninth,
to the Senior Noteholder in an amount up to its pro rata interest (based on the Senior Note Percentage Interest) in any Default
Interest, to the extent paid by the Mortgage Loan Borrower;


 


(j)         tenth, to
the Junior Noteholder in an amount up to its pro rata interest (based on the Junior Note Percentage Interest) in any Default Interest,
to the extent paid by the Mortgage Loan Borrower;


 


(k)       eleventh,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(j) and, as a result of a Workout the Principal Balance of the Junior
Note has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if any, of the
Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the Junior Note Rate;


 


(l)       twelfth,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement, including, without
limitation, to compensate a Servicer under this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing
Agreement, any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the


 



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Senior Noteholders and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 


(m)       thirteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to the Senior Noteholders and the Junior Noteholder
in accordance with their respective initial Percentage Interests.


 


Payments to the Senior
Noteholders set forth above shall be made to each of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata
and pari passu, based on their respective Principal Balances.


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)       Subject
to this Agreement (including, without limitation, Section 5(f) below) and, from and after the Securitization Date, the Lead Securitization
Servicing Agreement, the Lead Senior Noteholder (or the Servicer or subservicer acting on behalf of the Lead Senior Noteholder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy and the other
Noteholders shall not have any voting, consent or other rights whatsoever with respect to the Lead Senior Noteholder’s administration
of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and, from and after the
Securitization Date, the Lead Securitization Servicing Agreement (including, without limitation, Section 5(f) below), each of the
Non-Lead Senior Noteholders and the Junior Noteholder agrees that it shall have no right to, and hereby presently and irrevocably
assigns and conveys to the Lead Senior Noteholder (or the Servicer acting on behalf of the Lead Senior Noteholder) the rights,
if any, that it has to, (i) call or cause the Lead Senior Noteholder to call an Event of Default under the Mortgage Loan, or (ii)
exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or
causing the Lead Senior Noteholder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Senior Noteholder
(or the Servicer acting on behalf of the Lead Senior Noteholder) shall not have any fiduciary duty to the Non-Lead Senior Noteholders
or the Junior Noteholder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead
Senior Noteholder from the obligation to make any disbursement of funds as set forth herein).


 


Subject to the provisions
of Section 5(f) (with respect to Major Decisions) and the Junior Noteholder’s rights under the last sentence of Section 12,
the Lead Senior Noteholder (or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan if it
becomes a Defaulted Loan without the written consent of each other Noteholder (provided that such consent is not required
from any Noteholder that is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer
has delivered to each other applicable Noteholder: (a) at least fifteen (15) Business Days’ prior written notice of any decision
to attempt to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale


 



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date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such
proposed sale, (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the
Mortgage Loan, and any documents in the servicing file reasonably requested by such other Noteholder that are material to the
sale price of the Mortgage Loan and (d) until the sale is completed and a reasonable period of time (but no less time than is
afforded to other offerors) 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 any Servicer in connection with the proposed sale. A
Noteholder may waive any of the delivery or timing requirements set forth in this paragraph as to itself. Subject to the
foregoing, each Non-Controlling Senior Noteholder and each Appraised-Out Holder shall be permitted to submit an offer at any
sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan
Borrower.


 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and, from and after the Securitization Date, the Lead Securitization
Servicing Agreement. Each Noteholder agrees to be bound by the terms of this Agreement and, from and after the Securitization Date,
the Lead Securitization Servicing Agreement. Servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if
the Mortgage Loan is a Specially Serviced Mortgage Loan by the Special Servicer, in each case pursuant to this Agreement and, from
and after the Securitization Date, the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained
herein, and, from and after the Securitization Date in accordance with the Lead Securitization Servicing Agreement, the Lead Senior
Noteholder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with
the Servicing Standard, taking into account the interests of the Senior Noteholders and the Junior Noteholder (it being understood
that the interest of the Junior Noteholder is a junior Note interest, subject to the terms and conditions of this Agreement), and
from and after the Securitization Date, any Non-Lead Senior Noteholder or Junior Noteholder who is not the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party shall be deemed a third party beneficiary of such provisions of the Lead Securitization
Servicing Agreement. The foregoing provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder
and/or the Junior Operating Advisor to exercise their respective rights specifically set forth under this Agreement.


 


(c)       Notwithstanding
anything to the contrary contained herein, but subject to this Agreement (including, without limitation, Section 5(f) below) and,
from and after the Securitization Date, the Lead Securitization Servicing Agreement, if the Lead Senior Noteholder in connection
with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan
is decreased, (ii) the Interest Rate or scheduled amortization payments on the Mortgage Loan are reduced, (iii) payments of interest
or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Interest
Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan (other than an extension
of the Mortgage Loan maturity date), all payments to the Lead Senior Noteholder pursuant to Section 3 and Section 4, as applicable,
shall be made as though such Workout did not occur, with the payment terms of the Senior Notes remaining the same as they are on
the date hereof, the Junior Note shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on
the Mortgage Loan attributable to


 



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such Workout (up to the amount otherwise due on the Junior Note). Subject to this Agreement and,
from and after the Securitization Date, the Lead Securitization Servicing Agreement (including, without limitation, Section 5(f)
below), in the case of any modification or amendment described above, the Lead Senior Noteholder will have the sole authority and
ability to revise the payment provisions set forth in Section 3 and Section 4 above in a manner that reflects the subordination
of the Junior Note to the Senior Notes with respect to the loss that is the result of such amendment or modification, including:
(i) the ability to increase the Senior Note Percentage Interest and to reduce the Junior Note Percentage Interest in a manner that
reflects a loss in principal as a result of such amendment or modification and (ii) the ability to change the Senior Note Rate
and the Junior Note Rate, as applicable, in order to reflect a reduction in the Interest Rate of the Mortgage Loan but shall not
be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing, if any Workout,
modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph,
the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the
extended maturity date of the Mortgage Loan.


 


(d)       All
rights and obligations of the Lead Senior Noteholder described hereunder may be exercised by the Servicer on behalf of the Lead
Senior Noteholder in accordance with to this Agreement and, from and after the Securitization Date, the Lead Securitization Servicing
Agreement.


 


(e)       For
so long as any Senior Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that the Senior Notes and the Junior Note shall each qualify at all times as (or
as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property
(and related personal property) acquired by or on behalf of the Lead Senior Noteholder pursuant to a foreclosure, exercise of a
power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the
Mortgage Loan shall be administered so that the interests of the Noteholders therein shall at all times qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code and (iii) the Lead Senior Noteholder may not modify, waive
or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise
or refrain from exercising any powers or rights which the Senior Noteholders may have under the Mortgage Loan Documents, if any
such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G
2(b) of the regulations of the United Stated Department of the Treasury, more than three months after the earliest startup day
of any REMIC which includes a Senior Note (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e)
shall be effected by compliance by the Lead Senior Noteholder or its assignees with this Agreement or, from and after the Securitization
Date, the Lead Securitization Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan
or the Noteholder’s interests therein. All costs and expenses of compliance with this Section 5(e), to the extent that such
costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment or avoidance of any
tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by the applicable Senior Noteholder.


 






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(f)       If
any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan or the Mortgage Loan Documents
(whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested
or proposed, at least ten (10) Business Days prior to taking action with respect to such Major Decision (or making a determination
not to take action with respect to such Major Decision), the Lead Senior Noteholder (or Agent acting on its behalf) shall request
the written consent of the Controlling Noteholder (or its Junior Operating Advisor) before implementing a decision with respect
to such Major Decision.


 


If the Controlling Noteholder
(or its Junior Operating Advisor) fails to respond to the Lead Senior Noteholder (or Servicer acting on its behalf) with respect
to any such proposed action within ten (10) Business Days after receipt of such notice, the Controlling Noteholder (or its Junior
Operating Advisor), as applicable, shall have no further consent rights with respect to such action.


 


If the “retaining
sponsor” in the Lead Securitization Trust has sold an “eligible horizontal residual interest” to a “third
party purchaser” in accordance with Section _.7 of the Credit Risk Retention Rule, following the occurrence of an “Operating
Advisor Consultation Trigger Event” (or similar term) as defined in the Lead Securitization Servicing Agreement, the Controlling
Noteholder (or its Junior Operating Advisor) acknowledges that a Securitization Operating Advisor shall have the right to consult
with the Special Servicer with respect to Major Decisions.


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Lead Senior Noteholder (or Agent acting on its behalf) may
take actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Junior
Operating Advisor) if the Lead Senior Noteholder (or Servicer acting on its behalf) 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 Noteholders, and the Lead Senior Noteholder (or Servicer acting on its behalf) has made a reasonable effort to contact the
Controlling Noteholder (or its Junior Operating Advisor). The foregoing shall not relieve the Lead Senior Noteholder (or Servicer
acting on its behalf) of its duties to comply with the Servicing Standard.


 


Notwithstanding the foregoing,
the Lead Senior Noteholder (or Agent acting on its behalf) shall not follow any advice or consultation provided by the Controlling
Noteholder (or its Junior Operating Advisor) that would require or cause the Lead Senior Noteholder (or Servicer acting on its
behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the Servicing Standard, require or
cause the Lead Senior Noteholder (or Servicer acting on its behalf) to violate provisions of this Agreement or, from and after
the Securitization Date, the Lead Securitization Servicing Agreement, require or cause the Lead Senior Noteholder (or Servicer
acting on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of the Lead Senior Noteholder’s
(or Servicer acting on its behalf) responsibilities under this Agreement.


 






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(g)       The
Controlling Noteholder shall be entitled to approve the Asset Status Report in accordance with the time frame provided in Model
PSA or, from and after the Securitization Date, the Lead Securitization Servicing Agreement.


 


(h)       (i)
The Junior Noteholder, if it is determined at any time of determination to no longer be the Controlling Noteholder (the “Appraised-Out
Holder”) as a result of the application of an Appraisal Reduction Amount, shall have the right, at its sole expense,
to require the Special Servicer to order a second Appraisal with respect to the Mortgage Loan. The Special Servicer shall use its
reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Appraised-Out
Holder’s written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Appraised-Out Holder is requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the
Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based on such supplemental
Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out Holder shall
be reinstated as the Controlling Noteholder and, if applicable, shall have its Junior Note Principal Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount. The Appraised-Out Holder requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the
Controlling Noteholder until such time, if any, as the holder is reinstated as the Controlling Noteholder (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 is warranted
or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Noteholder during each Appraisal Review Period shall be exercised by the
Lead Senior Noteholder.


 


(i)       The
Junior Noteholder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount
upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third party Appraisal that
indicates such Control Appraisal Period has occurred): (i) the Junior Noteholder shall have delivered as a supplement to the Appraised
Value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation
acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in
favor of the Lead Senior Noteholder in such collateral (a) cash collateral for the benefit of the Senior Note, and acceptable to,
the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Lead Senior Noteholder as the beneficiary,
issued by a bank or other financial institutions the long term unsecured debt obligations of which are at all times rated at least
“AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or the short term


 



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obligations of which
are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a)
or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount
which, when added to the Appraised Value of the Mortgaged Property as determined pursuant to the Model PSA or, from and after the
Securitization Date, the Lead Securitization Servicing Agreement, would cause the applicable Control Appraisal Period not to occur.
If the requirements of this paragraph are satisfied by the Junior Noteholder (a “Threshold Event Cure”), no
Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of
credit is furnished as Threshold Event Collateral, the Junior Noteholder shall be required to renew such letter of credit not later
than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter of credit or other
Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of substitution; provided,
however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date of such letter
of credit, the letter of credit shall provide that the Servicer may (and at the direction of the Junior Noteholder, shall) draw
upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold
Event Collateral, the Junior Noteholder shall be required to replace such letter of credit with other Threshold Event Collateral
within thirty (30) days if the credit ratings of the issuing entity are downgraded below the required ratings; provided,
however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall draw upon such letter of credit
and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the Appraised Value
of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal
Period from occurring; or (ii) final liquidation of the Mortgage Loan or REO Property. If the Appraised Value of the Mortgaged
Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking
into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Junior Noteholder, any or such
portion of Threshold Event Collateral held by the Servicer shall promptly be returned to the Junior Noteholder (at its sole expense).
Upon final liquidation of the Mortgage Loan or REO Property with respect to the Mortgage Loan, such Threshold Event Collateral
shall be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or 4, as applicable,
with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Senior Note Principal
Balance and the Junior Note Principal Balance, as the case may be, plus accrued and unpaid interest thereon at the applicable interest
rate and all other Additional Servicing Expenses reimbursable under this Agreement or, from and after the Securitization Date,
the Lead Securitization Servicing Agreement. The entire amount of Threshold Event Collateral, without a haircut or other reduction,
shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


(j)         The
Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant to, the
terms of the Lead Securitization Servicing Agreement.


 


(k)         If
the Mortgaged Property becomes an REO Property, the same shall be acquired, managed and operated in the manner provided in this
Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement.


 






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(l)         Prior
to a Securitization, in the event of a misappropriation of funds, gross negligence or willful misconduct by the Senior Noteholder
in relation to the Mortgage Loan, the Senior Noteholder shall promptly appoint an unaffiliated servicer rated at least “CMS3”
by Fitch Ratings, Inc. to service the Mortgage Loan.


 


Section 6.          Appointment
of Junior Operating Advisor.


 


(a)       The
Controlling Noteholder shall have the right at any time to appoint a representative (the “Junior Operating Advisor”)
to exercise its rights hereunder. The Controlling Noteholder shall have the right in its sole discretion at any time and from time
to time to remove and replace the Junior Operating Advisor. When exercising its various rights under Section 5 and elsewhere in
this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Junior Operating Advisor. The Junior
Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan
Borrower), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any
Affiliate of the Controlling Noteholder or any other unrelated third party. No such Junior Operating Advisor shall owe any fiduciary
duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the
Controlling Noteholder under this Agreement may be taken by the Junior Operating Advisor acting on behalf of the Controlling Noteholder
and the Lead Senior Noteholder will accept such actions of the Junior Operating Advisor as actions of the Controlling Noteholder.
Lead Senior Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as an Junior Operating Advisor
until the Controlling Noteholder has notified the Lead Senior Noteholder (and any Servicer) of such appointment and, if the Junior
Operating Advisor is not the same Person as the Controlling Noteholder, the Junior Operating Advisor provides the Lead Senior Noteholder
(and any Servicer) with written confirmation of its acceptance of such appointment, an address (including e-mail) and telecopy
number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties
to this Agreement may deal (including their names, titles, work addresses (including e-mail) and telecopy numbers). The Lead Senior
Noteholder shall promptly deliver such information to any Servicer.


 


(b)       Neither
the Junior Operating Advisor nor the Controlling Noteholder will have any liability to the Lead Senior Noteholder or any other
Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or, from and after the
Securitization Date, the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or gross negligence. The Senior Noteholders and the Junior Noteholder
agree that the Junior Operating Advisor and any Controlling Noteholder (whether acting in place of the Junior Operating Advisor
when no Junior Operating Advisor shall have been appointed hereunder or otherwise exercising any right, power or privilege granted
to such Controlling Noteholder hereunder) may take or refrain from taking actions that favor the interests of one Noteholder over
other Noteholders, and that the Junior Operating Advisor may have special relationships and interests that conflict with the interests
of a Noteholder and, absent willful misfeasance, bad faith or gross negligence on the part of the Junior Operating Advisor or such
Controlling Noteholder, as the case may be, agree to take no action against the Junior Operating Advisor, such Controlling Noteholder
or any of their respective officers, directors, employees, principals or agents as a


 



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result of such special relationships or interests,
and that neither the Junior Operating Advisor nor such Controlling Noteholder will be deemed to have been grossly negligent or
reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its
rights by reason of its having acted or refrained from acting solely in the interests of any Senior Noteholder or the Junior Noteholder,
as applicable.


 


(c)       If
the Lead Senior Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees all of the aforementioned
rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Section 5(f) and this Section
6 shall be exercisable by the Lead Senior Noteholder or, from and after the Securitization Date the applicable Person specified
in the Lead Securitization Servicing Agreement to the extent set forth in the Lead Securitization Servicing Agreement.


 


Section 7.          Special
Servicer. Subject, from and after the Securitization Date, to the terms of the Lead Securitization Servicing Agreement, the
Controlling Noteholder (or its Junior Operating Advisor), at its expense (including, without limitation, the reasonable costs and
expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall be entitled to terminate
the rights and obligations of the Special Servicer under the Lead Securitization Servicing Agreement, with or without cause, upon
at least ten (10) Business Days’ prior notice to the Special Servicer (provided, however, that the Controlling
Noteholder (or its Junior Operating Advisor) shall not be liable for any termination or similar fee in connection with the removal
of the Special Servicer in accordance with this Section 7); any such termination not to be effective unless and until (A) each
Rating Agency delivers Rating Agency Confirmation with respect to the identity of any such replacement Special Servicer (to the
extent the Mortgage Loan has been transferred in connection with a Securitization); (B) the initial or 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 the Lead Securitization Servicing Agreement from and after the date it becomes
the Special Servicer as they relate to such Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee;
and (C) from and after the Securitization Date, the Trustee shall have received an opinion of counsel reasonably satisfactory to
the Trustee to the effect that (x) such replacement will be bound by the terms of the Lead Securitization Servicing Agreement with
respect to such Mortgage Loan and (y) subject to customary qualifications and exceptions, the Lead Securitization Servicing Agreement
will be enforceable against such replacement in accordance with its terms. The Controlling Noteholder shall promptly provide copies
to any terminated Special Servicer of the documents referred to in the preceding sentence.


 


Notwithstanding the foregoing,
after the Securitization Date, if the “retaining sponsor” in the Lead Securitization Trust has sold an “eligible
horizontal residual interest” to a “third party purchaser” in accordance with Section _.7 of the Credit Risk
Retention Rule, each Noteholder agrees that the Special Servicer may be replaced upon the recommendation of the Securitization
Operating Advisor appointed under the Lead Securitization Servicing Agreement, if any, and subsequent affirmative vote of “ABS
interests” (as defined in Section _.2 of the Credit Risk Retention Rule). However, the Controlling Noteholder shall retain
its right to subsequently remove and replace the Special Servicer, but the Controlling Noteholder shall not restore a Special Servicer
that has been replaced pursuant to the preceding sentence.


 






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Prior to the Securitization,
if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the Mortgage Loan
becomes a Specially Serviced Mortgage Loan the Controlling Noteholder (or its Junior Operating Advisor) elects to replace the Special
Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall be payable to the Special Servicer being replaced,
unless such Special Servicer shall have either successfully completed a workout or a liquidation, in which case such fees shall
be payable as provided herein.


 


Section 8.          Payment
Procedure.


 


(a)       The
Lead Senior Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable,
and subject, from and after the Securitization Date, to the terms of the Lead Securitization Servicing Agreement, will deposit
or cause to be deposited all payments allocable to the Notes to the Collection Account for the Notes established pursuant to this
Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement. The Lead Senior Noteholder (or
the Servicer on its behalf) shall establish a segregated sub-account for amounts due to the Senior Noteholders and the Junior Noteholder.
The Lead Senior Noteholder (or Servicer acting on its behalf) shall deposit such amounts to the applicable account on the Business
Day next following the date such payment was received by the Lead Senior Noteholder (or Servicer acting on its behalf) from or
on behalf of the Mortgage Loan Borrower.


 


(b)       If
the Lead Senior Noteholder (or the Servicer on its behalf) reasonably determines, or a court of competent jurisdiction orders,
at any time that any amount received or collected in respect of a Note must, pursuant to any insolvency, bankruptcy, fraudulent
conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to such Noteholder or any Servicer or
paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Senior Noteholder (or the Servicer
on its behalf) shall not be required to distribute any portion thereof to such Noteholder, and such Noteholder will promptly on
demand by the Lead Senior Noteholder (or the Servicer on its behalf) repay to the Lead Senior Noteholder (or the Servicer on its
behalf) any portion thereof that the Lead Senior Noteholder (or the Servicer on its behalf) shall have theretofore distributed
to such Noteholder together with interest thereon at such rate, if any, as the Lead Senior Noteholder shall have been required
to pay to any Mortgage Loan Borrower, Non-Lead Senior Noteholder, Master Servicer, Special Servicer or such other Person with respect
thereto.


 


(c)       If,
for any reason, the Lead Senior Noteholder (or the Servicer on its behalf) makes any payment to a Noteholder before the Lead Senior
Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Senior Noteholder
(or the Servicer on its behalf) is under no obligation to do so), and the Lead Senior Noteholder (or the Servicer on its behalf)
does not receive the corresponding payment within three (3) Business Days of its payment to such Noteholder, such Noteholder will,
at the Lead Senior Noteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead
Senior Noteholder (or the Servicer on its behalf).


 


(d)       Each
Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable


 



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share thereof, it will promptly remit such excess to the Lead Senior Noteholder (or the Servicer
on its behalf), subject to this Agreement and, from and after the Securitization Date, the Lead Securitization Servicing Agreement.
The Senior Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from a Noteholder
with respect to the Mortgage Loan against any future payments due to such Noteholder under the Mortgage Loan, provided that
each Noteholder’s obligations under this Section 8 are separate and distinct obligations from one another and in no event
shall the Lead Senior Noteholder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder.
Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.          Limitation
on Liability of the Noteholders. The Senior Noteholders (including any Servicer) shall have no liability to the Junior Noteholder
with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct
or breach of this Agreement on the part of the Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholders
with respect to any Senior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct
or breach of this Agreement on the part of the Junior Noteholder.


 


The Junior Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of the Senior Noteholders (including any Servicer)
to comply with, and except as otherwise required by, the Servicing Standard, the Senior Noteholders (including any Servicer) may
exercise, or omit to exercise, any rights that the Senior Noteholders may have under this Agreement and from and after the Securitization
Date, the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of the Junior Noteholder and
that the Senior Noteholders (including any Servicer) shall have no liability whatsoever to the Junior Noteholder in connection
with the Senior Noteholders’ exercise of rights or any omission by the Senior Noteholders to exercise such rights other than
as described above; provided, however, that the Servicer must act in accordance with the Servicing Standard and the
Senior Noteholders shall not be protected against any liability to the Junior Noteholder that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence.


 


Each Senior Noteholder
acknowledges that, subject to the terms and conditions hereof, the Junior Noteholder may exercise, or omit to exercise, any rights
that the Junior Noteholder may have under this Agreement and from and after the Securitization Date, the Lead Securitization Servicing
Agreement in a manner that may be adverse to the interests of the Senior Noteholders and that the Junior Noteholder shall have
no liability whatsoever to any Senior Noteholder in connection with the Junior Noteholder’s exercise of rights or any omission
by the Junior Noteholder to exercise such rights; provided, however, that the Junior Noteholder shall not be protected
against any liability to the Senior Noteholders that would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence.


 


Section 10.          Bankruptcy.
Subject to the provisions of Section 5(f) hereof, the Junior Noteholder hereby covenants and agrees that only the Lead Senior Noteholder
(or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303
or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding
with respect to or against


 



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the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets
or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the provisions of Section 5(f)
hereof, the Junior Noteholder further agrees that only the Lead Senior Noteholder, as a creditor, can make any election, give any
consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case
by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. Subject to the provisions
of Section 5(f) hereof, the Junior Noteholder hereby appoints the Lead Senior Noteholder as its agent, and grants to the Senior
Noteholder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all
rights and taking any and all actions available to the Junior Noteholder in connection with any case by or against the Mortgage
Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file
and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code
with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage
Loan. Subject to the provisions of Section 5(f) hereof, the Junior Noteholder in its capacity as such, hereby agrees that, upon
the request of the Lead Senior Noteholder, such Junior Noteholder shall execute, acknowledge and deliver to the Lead Senior Noteholder
all and every such further deeds, conveyances and instruments as the Lead Senior Noteholder may reasonably request for the better
assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard and this Agreement.


 


Section 11.          Cure
Rights of Junior Noteholder.


 


(a)       Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest on the
Mortgage Loan by the end of the applicable grace period for such payment permitted under the applicable Mortgage Loan Documents
(a “Monetary Default”), the Lead Senior Noteholder shall promptly provide notice to the Junior Noteholder and
the Junior Operating Advisor of such default (the “Monetary Default Notice”). The Junior Noteholder shall have
the right, but not the obligation, to cure such Monetary Default within fifteen (15) Business Days after receiving the Monetary
Default Notice (the “Cure Period”). At the time a payment is made to cure a Monetary Default, the Junior Noteholder
shall pay or reimburse the Senior Noteholders for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts,
any unpaid fees to any Servicer and any Additional Servicing Expenses. The Junior Noteholder shall not be required, in order to
effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default
exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default
by the Senior Noteholders (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating
the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure
or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property;
or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent
the Lead Senior Noteholder from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced
by a Noteholder on


 



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behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section
3 or Section 4, as applicable.


 


(b)       Notwithstanding
anything to the contrary contained in Section 11(a), the Junior Noteholder shall be limited to six (6) cures of Monetary Defaults
in a 12 month period, and six (6) cures of Non-Monetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall
only be permitted with the consent of the Lead Senior Noteholder.


 


(c)       No
action taken by the Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and Senior Noteholders’ rights under the Mortgage Loan Documents shall
not be waived or prejudiced by virtue of the Junior Noteholder’s actions under this Agreement. Subject to the terms of this
Agreement, the Junior Noteholder shall be subrogated to the Senior Noteholders’ rights to any payment owing to the Senior
Noteholders for which the Junior Noteholder makes a cure payment as permitted under this Section 11 but such subrogation rights
may not be exercised against the Mortgage Loan Borrower until 91 days after the Senior Notes are paid in full.


 


(d)       If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Senior Noteholders shall promptly provide notice to the Junior Noteholder and the Junior Operating Advisor
of such failure (including, by way of delivering notices of default provided by franchisor under the Franchise Agreement, as provided
for under the comfort letter related to the Franchise Agreement) (the “Non-Monetary Default Notice”) and the
Junior Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default within ten (10) Business Days
from the later of (i) the expiration of the cure period of the Mortgage Loan Borrower under the Mortgage Loan Documents and (ii)
receipt of the Non-Monetary Default Notice, to cure such Non-Monetary Default; provided, however, if such Non-Monetary
Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced
and is being diligently pursued by the Junior Noteholder, the Junior Noteholder shall be given an additional period of time as
is reasonably necessary to enable the Junior Noteholder in the exercise of due diligence to cure such Non-Monetary Default for
so long as (i) the Junior Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder
makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii)
such additional period of time does not exceed sixty (60) days (or, on or after the Securitization Date, if the Lead Securitization
Servicing Agreement provides for a longer period, such longer period), (iv) such Non-Monetary Default is not caused by an Insolvency
Proceeding or during such period of time that the Junior Noteholder has to cure a Non-Monetary Default in accordance with this
Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and (v) during
such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property
or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. To the extent a Non-Monetary
Default occurs for which cure would require exercise of Senior Noteholder’s cure rights under the comfort letter related
to the Franchise Agreement, Junior Noteholder may exercise such rights on behalf of Senior Noteholder in accordance with the provisions
of this clause (d).


 






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Section 12.          Purchase
of Senior Notes By Junior Noteholder. The Junior Noteholder shall have the right, by written notice to the Senior Noteholders
(a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred
and is continuing, to purchase, in immediately available funds, all of the Senior Notes in whole but not in part at the applicable
Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Senior Noteholders, the Senior
Noteholders shall sell (and the Junior Noteholder shall purchase) the Senior Notes (including, without limitation, any Notes therein)
at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) (i)
not more than ten (10) Business Days after the written exercise of the Junior Noteholder to purchase the Senior Notes or (ii) not
more than thirty (30) days after the written exercise of the Junior Noteholder to purchase the Senior Notes if the Junior Noteholder
deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Senior Noteholders within ten (10) Business Days after the
written exercise of the Junior Noteholder to purchase the Senior Notes. The Noteholder Purchase Notice shall contain a statement
that the Junior Noteholder’s failure to purchase the Senior Notes on a Defaulted Note Purchase Date will result in the termination
of such right with respect to such Event of Default. The Junior Noteholder agrees that the sale of the Senior Notes shall comply
with all requirements of this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement
and that all costs and expenses related thereto shall be paid by the Junior Noteholder. The Defaulted Mortgage Loan Purchase Price
shall be calculated by the Senior Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note
Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase
Price and reasonably detailed back-up documentation explaining how such price was determined), and shall, absent manifest error,
be binding upon the Junior Noteholder. Concurrently with the payment to the Senior Noteholders in immediately available funds of
its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, the Senior Noteholders will execute at the sole
cost and expense of the Junior Noteholder in favor of the Junior Noteholder assignment documentation which will assign the Senior
Notes and the Mortgage Loan Documents without recourse, representations or warranties (except each of the Senior Noteholders will
represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to
deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created
by the Junior Note)). The right of the Junior Noteholder to purchase the Senior Notes shall automatically terminate upon a foreclosure
sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead Senior
Noteholder shall give the Junior Noteholder ten (10) days notice of its intent with respect to any such action). Notwithstanding
the foregoing sentence, if title to the Mortgaged Property is transferred to the Lead Senior Noteholder (or a designee on its behalf)
less than ten (10) days after the acceleration of the Mortgage Loan, the Lead Senior Noteholder shall notify the Junior Noteholder
of such transfer and the Junior Noteholder shall have a fifteen (15) day period from the date of such notice from the Lead Senior
Noteholder to deliver the Noteholder Purchase Notice to the Lead Senior Noteholder, in which case the Junior Noteholder will be
obligated to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable
Defaulted Mortgage Loan Purchase Price.


 


Section 13.          Representations
of Junior Noteholder. The Junior Noteholder represents, and it is specifically understood and agreed, that it is acquiring
its Junior Note for its


 



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own account in the ordinary course of its business and the Senior Noteholders shall otherwise have no liability
or responsibility to the Junior Noteholder except as expressly provided herein or for actions that are taken or omitted to be taken
by any Senior Noteholder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement.
The Junior Noteholder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate
powers, has been duly authorized by all necessary corporate action, and does not contravene its charter or any law or contractual
restriction binding upon the Junior Noteholder, and that this Agreement is the legal, valid and binding obligation of the Junior
Noteholder enforceable against the Junior Noteholder in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium 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),
and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable
law. The Junior Noteholder represents and warrants that it is duly organized, validly existing, in good standing and in possession
of all licenses and authorizations necessary to carry on its business. The Junior Noteholder represents and warrants that (a) this
Agreement has been duly executed and delivered by the Junior Noteholder, (b) to the Junior Noteholder’s actual knowledge,
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by the Junior Noteholder have been obtained or made, (c) to the Junior
Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation
against the Junior Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement
and (d) the acquisition and holding of the Junior Note will not result in a non-exempt violation of any applicable federal, state
or local law that is materially similar to Section 406 of ERISA or Section 4975 of the Code.


 


The Junior Noteholder
acknowledges that the Senior Noteholders do not owe the Junior Noteholder any fiduciary duty with respect to any action taken under
the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholder with respect to any action
taken by any Senior Noteholder in connection with the Mortgage Loan.


 


The Junior Noteholder
expressly and irrevocably waives for itself and any Person claiming through or under the Junior Noteholder any and all rights that
it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which
purports to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section 14.          Representations
of the Initial Senior Noteholders. Each Initial Senior Noteholder represents and warrants that the execution, delivery and
performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does
not contravene such Initial Senior Noteholder’s charter or any law or contractual restriction binding upon such Initial Senior
Noteholder, and that this Agreement is the legal, valid and binding obligation of such Initial Senior Noteholder enforceable against
it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such


 



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enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with
respect to indemnification and contribution obligations may be limited by applicable law. Each Initial Senior Noteholder represents
and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations
necessary to carry on its business. Each Initial Senior Noteholder represents and warrants that (a) this Agreement has been duly
executed and delivered by it, (b) to its actual knowledge, all consents, approvals, authorizations, orders or filings of or with
any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it
has been obtained or made and (c) to its actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Initial Senior Noteholder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement. Each Senior Noteholder acknowledges that the Junior Noteholder does not owe it any fiduciary duty with respect
to any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with such Senior Noteholder
with respect to any action taken by the Junior Noteholder in connection with the Mortgage Loan.


 


Section 15.          Independent
Analysis of the Junior Noteholder. The Junior Noteholder acknowledges that it has, independently and without reliance upon
any Initial Senior Noteholder, except with respect to the representations and warranties provided by the Initial Senior Noteholders
herein and in that certain Assignment and Acceptance Agreement, dated as of the date hereof, by and between the Initial Senior
Noteholder and the Initial Junior Noteholder, and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to purchase the Junior Note and the Junior Noteholder accepts responsibility therefor. The Junior
Noteholder hereby acknowledges that, other than the representations and warranties provided herein, the Senior Noteholders have
made no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided
by the Senior Noteholder herein, and that the Senior Noteholders shall have no responsibility for (i) the collectability of the
Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy
or policies or any survey furnished or to be furnished to the Senior Noteholders in connection with the origination of the Mortgage
Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or
(iv) the financial condition of the Mortgage Loan Borrower. Each Senior Noteholder assumes all risk of loss in connection with
its Senior Note except as specifically set forth herein. The Junior Noteholder assumes all risk of loss in connection with the
Junior Note except as specifically set forth herein.


 


Section 16.          No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association, joint
venture or other entity. The Senior Noteholders shall have no obligation whatsoever to offer to the Junior Noteholder the opportunity
to purchase a Note interest in any future loans originated by any Senior Noteholder or its Affiliates and if any Senior Noteholder
chooses to offer to the Junior Noteholder the opportunity to purchase a Note interest in any future mortgage loans originated by
such Senior Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as such Senior Noteholder
chooses, in its sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase


 



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from any
Senior Noteholder a Note interest in any future loans originated by such Senior Noteholder or its Affiliates.


 


Section 17.          Not
a Security. The Junior Note shall not be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 


Section 18.          Other
Business Activities of the Noteholders. Each Noteholder acknowledges that any Noteholder or its Affiliates may make loans or
otherwise extend credit to, and generally engage in any kind of business with, any Affiliate of the Mortgage Loan Borrower Related
Party, and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise
act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated
hereby were not in effect.


 


Section 19.          Sale
of the Junior Note and the Senior Note.


 


(a)       The
Junior Noteholder agrees that it will not Transfer all or any portion of the Junior Note except that the Junior Noteholder shall
have the right to Transfer its respective Note, or any portion thereof, (i) without the consent of the Senior Noteholders or any
other Person to a Qualified Institutional Lender, provided that promptly after the Transfer (x) the Senior Noteholders are
provided with a representation from a transferee or the Junior Noteholder certifying that such transferee is a Qualified Institutional
Lender, (y) the Senior Noteholders are provided with a copy of the assignment and assumption agreement referred to in Section 20
and (z) such transfer would not cause the Junior Note to be directly held by more than five (5) Persons, and (ii) to an entity
that is not a Qualified Institutional Lender; provided that the Junior Noteholder obtains (1) prior to a Securitization
and with respect to a Transfer in accordance with this clause (a)(ii), the consent of the Senior Noteholder, which shall
not be unreasonably withheld, delayed or conditioned and (2) after a Securitization, Rating Agency Confirmation (and for avoidance
of doubt, no consent of any Senior Noteholder shall be required after a Securitization); provided that in each of case (1)
and (2), promptly after the Transfer the Senior Noteholder are provided with a copy of the assignment and assumption agreement
referred to in Section 20. If the Junior Note is held by more than one Junior Noteholder at any time, the holders of a majority
of the Junior Note Principal Balance shall immediately appoint a representative to exercise all rights of the Junior Note hereunder.
Notwithstanding the foregoing, without the Senior Noteholders’ prior consent, which may be withheld in the Senior Noteholders’
sole discretion, the Junior Noteholder shall not Transfer all or any portion of the Junior Note to the Mortgage Loan Borrower or
a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the
purported transferee. The Junior Noteholder agrees it will pay the reasonable documented expenses of the Senior Noteholders (including
all expenses of the Master Servicer and the Special Servicer) in connection with any such Transfer by the Junior Noteholder. The
Agent shall provide two (2) Business Days prior written notice to each Rating Agency of any Transfer of the Junior Note.


 


(b)       Notwithstanding
the foregoing, the Junior Noteholder shall have the right, without the need to obtain the consent of the Senior Noteholders or
any other Person, to Transfer 49% or less (in the aggregate) of its interest in the Junior Note to any Person; provided
that any


 



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such Transfer shall be made in accordance with the terms of this Section 19; provided, further that the
Junior Noteholder shall not Transfer all or any portion of the Junior Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party and any such Transfer shall be void ab initio, absolutely null and void and shall vest no rights in the purported
transferee. All Transfers of the Junior Note under Sections 19(a) and (b) shall be made upon written notice to the Senior Noteholders
not later than the date of such Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby
such transferee assumes all or a ratable portion, as the case may be, of the obligations of the Junior Noteholder hereunder with
respect to the Junior Note from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other
encumbrance made in accordance with Section 19(e) by the Junior Noteholder of the Junior Note solely as security for a loan to
the Junior Noteholder made by a third-party lender whereby the Junior Noteholder remains fully liable under this Agreement, on
or before the date on which such lender succeeds to the rights of the Junior Noteholder by foreclosure or otherwise, such third-party
lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations
of the Junior Noteholder hereunder) and (ii) agree in writing to be bound from and after the Securitization by the Lead Securitization
Servicing Agreement, unless the Lead Securitization Servicing Agreement is not then in effect with respect to the Mortgage Loan,
in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with
the provisions hereof. Upon the consummation of a Transfer of all or any portion of the Junior Note in accordance with this Agreement,
the transferring Person shall be released from all liability arising under this Agreement with respect to the Junior Note (or the
portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood
and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation
interest in the Junior Note as described in clause (c) below). In connection with any such permitted transfer of a portion of the
Junior Note and for all purposes of this Agreement, the Lead Senior Noteholder need only recognize the majority holder of the Junior
Note for purposes of notices, consents and other communications between the Senior Noteholder and such majority holder of the Junior
Note shall be the only Person authorized hereunder to exercise any rights of the Junior Noteholder under this Agreement; provided,
however, the majority holder of the Junior Note may from time to time designate any other Person as an additional party
entitled to receive notices, consents and other communications and/or to exercise rights on behalf of the Junior Noteholder hereunder
by delivering written notice thereof to the Lead Senior Noteholder, and, from and after delivery of such notice, such designee
shall be so authorized hereunder and shall be the only party entitled to receive such notices, consents and such other communications
and/or to exercise such rights.


 


(c)       In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholders and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and, from and after
the Securitization Date, the Lead Securitization Servicing Agreement, and (iv) all amounts payable hereunder shall be determined
as if such Noteholder had not sold such participation interest; provided, however, that if the applicable participant
is a Qualified Institutional Lender (and delivers to the other Noteholder a


 



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certification from an authorized officer confirming
its status as a Qualified Institutional Lender), such Noteholder, by written notice to the other Noteholders, may delegate to such
participant such Noteholder’s right to exercise the rights of the Controlling Noteholder this Agreement or, from and after
the Securitization Date, the Lead Securitization Servicing Agreement; provided, further, however, that upon
the occurrence of a Control Appraisal Period with respect to the Junior Note, the aforesaid delegation of rights shall terminate
and be of no further force and effect.


 


(d)       Each
Senior Noteholder shall have the right to Transfer all or any portion of the Senior Note without the prior consent of any Noteholder
to (i) the depositor for a Securitization of all or any portion of its Senior Note and the related Securitization Trust, (ii) prior
to the occurrence of a Securitization of all or any portion of its Senior Note, a Qualified Institutional Lender (provided
that any Transferee in connection with the Securitization of a Senior Note shall not be required to be a Qualified Institutional
Lender) and (iii) after the occurrence of a Securitization of all or any portion of the Senior Note, to any party in accordance
with the Lead Securitization Servicing Agreement, except that, no Senior Noteholder shall Transfer all or any portion of the Senior
Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party shall be absolutely null and void and shall vest no rights in the purported transferee.


 


(e)       Prior
to a Control Appraisal Period, the Lead Senior Noteholder shall not be permitted to transfer all or any portion of the Junior Note
without the prior consent of the Junior Noteholder. If a Control Appraisal Period has occurred and is continuing and an Event of
Default has occurred and is continuing, the Lead Senior Noteholder (or the Special Servicer acting on its behalf) shall have the
right to sell the Junior Note in connection with a sale of the Senior Notes, subject to the provisions of this Agreement or, from
and after the Securitization Date, the Lead Securitization Servicing Agreement, without the Junior Noteholder’s consent,
to any party, including the Mortgage Loan Borrower and any Mortgage Loan Borrower Related Party.


 


(f)       Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) that has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 19(f), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any Person that Controls
such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder, provided that a Note Pledgee that is not a Qualified Institutional Lender
may not take title to the pledged Note without (a) prior to Securitization, the consent of each other Noteholder and (b) after
Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and any Servicer
that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other holders agrees
to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging
Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual knowledge; (ii) to


 



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allow
such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder in respect of its obligations to the other
Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder shall give to such Note
Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder
and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not the obligation) to effect
hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder shall deliver to Note Pledgee
such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a “Redirection Notice”)
to the other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable
cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Noteholder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant
to this Agreement or, from and after the Securitization Date, the Lead Securitization Servicing Agreement. Any pledging Noteholder
hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder
on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any
such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and
remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note
Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional
Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor
and assigns, as the successor to the pledging Noteholder’s rights, remedies and obligations under this Agreement, and any
such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the
terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 19(f) shall remain effective as to any
Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as
applicable) in writing that its interest in the pledged Note has terminated.


 


(g)       Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Noteholder then such Noteholder shall have the right to grant a security interest in its Note to such Conduit
notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 






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(i)         The
loan (the “Conduit Inventory Loan”) made by the Conduit to such Noteholder to finance the acquisition and holding
of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)        The
Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional Lender;


 


(iii)        Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)       The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan, or if the
Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note to the Conduit Credit Enhancer; and


 


(v)       Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not, without obtaining the consent of each other
Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, by foreclosure or otherwise,
than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a Note Pledgee.


 


Section 20.          Registration
of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until it realizes on its
Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all of the obligations
of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this
Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such assignment. Notwithstanding
the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement in connection with any
Transfer of a Note if the obligations are assumed pursuant to the Lead Securitization Servicing Agreement. No transfer of a Note
may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the provisions of Section 19 and this Section 20. Any such purported transfer shall be absolutely null
and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer is not made
in accordance with the provisions of this Agreement. Upon a Securitization of a Senior Note, the Certificate Administrator shall
automatically become and be the Agent.


 


Section 21.          Registration
of the Senior Notes and the Junior Note. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee
of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to
in Section 20, the


 



     53


     


    

 


principal amount of the portion of the Note assigned to any transferee of such Note, and the stated interest
rate applicable to the portion of the Note assigned to any transferee of such Note shall be registered in the Note Register. The
Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes
of this Agreement, except in the case of the Initial Senior Noteholders and the Initial Junior Noteholder who may hold their Notes
through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders.
To the extent another party is appointed as Agent hereunder, the Senior Noteholders and the Junior Noteholder hereby designate
such person as its agent under this Section 21 solely for purposes of maintaining the Note Register.


 


Section 22.          Statement
of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor trust under subpart
E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c),
and the parties will not take any action inconsistent with such classification. It is neither the purpose nor the intent of this
Agreement to create a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among
the parties.


 


Section 23.          No
Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by the Senior Noteholders
to the Junior Noteholder. Except as otherwise provided in this Agreement and, from and after the Securitization Date, the Lead
Securitization Servicing Agreement, the Junior Noteholder shall not have any interest in any property taken as security for any
Mortgage Loan, provided, however, that if any such property or the proceeds of any sale, lease or other disposition
thereof shall be received, then the Junior Noteholder shall be entitled to receive its share of such application in accordance
with the terms of this Agreement and/or, from and after the Securitization Date, the Lead Securitization Servicing Agreement.


 


Section 24.          Governing
Law; 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. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 25.          Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)       SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE


 



     54


     


    

 


SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)       CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 


(c)       AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL
(OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH
A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)       AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


Section 26.          Modifications;
Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties
hereto (other than as set forth in Section 5(c)) and, after Securitization, any modification that materially affects the rights
of the Senior Noteholders shall be subject to Rating Agency Confirmation, except that no Rating Agency Confirmation shall be required
in connection with a modification to cure any ambiguity or to correct or supplement any provision herein that may be defective
or inconsistent with any other provisions herein or, from and after the Securitization Date, with the Lead Securitization Servicing
Agreement.


 


Section 27.          Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Except as provided herein, none of the provisions of this Agreement shall
be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may assign or delegate
its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits
of the Senior Noteholders or the Junior Noteholder, as applicable, hereunder, including, without limitation, the right to make
further assignments and grant additional Notes.


 


Section 28.          Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute 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 effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 29.          Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to


 



     55


     


    

 


summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


Section 30.          Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


Section 31.          Entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter contained
in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 32.          Withholding
Taxes.


 


(a)       If
the Lead Senior Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees
or other amounts payable to a Non-Lead Senior Noteholder or the Junior Noteholder with respect to the Mortgage Loan as a result
of such Noteholder constituting a Non-Exempt Person, the Lead Senior Noteholder, in its capacity as servicer, shall be entitled
to do so with respect to such Non-Lead Senior Noteholder’s or Junior Noteholder’s interest in such payment (all withheld
amounts being deemed paid to such Non-Lead Senior Noteholder or Junior Noteholder), provided that the Lead Senior Noteholder
shall furnish such Non-Lead Senior Noteholder or Junior Noteholder with a statement setting forth the amount of Taxes withheld,
the applicable rate and other information which may reasonably be requested for purposes of assisting such Non-Lead Senior Noteholder
or Junior Noteholder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Non-Lead
Senior Noteholder or Junior Noteholder is subject to tax.


 


(b)       Each
Non-Lead Senior Noteholder and the Junior Noteholder shall and hereby agree to indemnify the Lead Senior Noteholder against and
hold the Lead Senior Noteholder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements
arising or resulting from any failure of the Lead Senior Noteholder (or the Servicer on its behalf) to withhold Taxes from payment
made to such Non-Lead Senior Noteholder or Junior Noteholder, as applicable, in reliance upon any representation, certificate,
statement, document or instrument made or provided by such Non-Lead Senior Noteholder or Junior Noteholder to the Lead Senior Noteholder
in connection with the obligation of the Lead Senior Noteholder to withhold Taxes from payments made to such Non-Lead Senior Noteholder
or Junior Noteholder, it being expressly understood and agreed that (i) the Lead Senior Noteholder shall be absolutely and unconditionally
entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects
and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the
accuracy, veracity, correctness or validity of the same and (ii) such Non-Lead Senior Noteholder or Junior Noteholder shall, upon
request of the Lead Senior Noteholder and at the sole cost and expense of such Non-Lead Senior Noteholder or Junior Noteholder,
defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Senior Noteholder.


 






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(c)       Each
Non-Lead Senior Noteholder and the Junior Noteholder represent to the Lead Senior Noteholder (for the benefit of the Mortgage Loan
Borrower) that it is not a Non-Exempt Person and that neither the Lead Senior Noteholder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
Non-Lead Senior Noteholder and the Junior Noteholder shall deliver to the Lead Senior Noteholder or Servicer, as applicable, evidence
satisfactory to the Lead Senior Noteholder substantiating that the Junior Noteholder is not a Non-Exempt Person and that the Lead
Senior Noteholder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan
or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Non-Lead Senior Noteholder or the Junior
Noteholder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Senior Noteholder an Internal Revenue Service Form
W-9 and (ii) if a Non-Lead Senior Noteholder or the Junior Noteholder is not created or organized under the laws of the United
States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower
is treated for United States income tax purposes as derived in whole or part from sources within the United States, such Noteholder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Senior Noteholder Internal Revenue Service Form
W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly
executed by such Noteholder, as evidence of such Noteholder’s exemption from the withholding of United States tax with respect
thereto. The Lead Senior Noteholder shall not be obligated to make any payment hereunder to a Non-Lead Senior Holder or the Junior
Noteholder in respect of its Note or otherwise until such Noteholder shall have furnished to the Lead Senior Noteholder the requested
forms, certificates, statements or documents.


 


Section 33.          Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead Senior Notes and the
Junior Note) shall be held by the Lead Senior Noteholder (or a custodian acting on behalf of the Lead Senior Noteholder) on behalf
of the registered holders of the Notes. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of the
Lead Senior Note, the originals of all of the Mortgage Loan Documents (other than the Non-Lead Senior Notes and the Junior Note)
shall be held by the Custodian (as defined in the Lead Securitization Servicing Agreement).


 


Section 34.          Notices.
All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall be in writing and personally
delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day sends a confirming copy of such notice by reputable
overnight delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) certified United
States mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on
Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written notice given as
aforesaid. All written notices so given shall be deemed effective upon receipt.


 






     57


     


    

 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Senior Noteholder (or the
Servicer on its behalf) to the Controlling Noteholder (or its Junior Operating Advisor), or by the Controlling Noteholder (or its
Junior Operating Advisor) to the Lead Senior Noteholder (or the Servicer on its behalf), shall also be delivered by the applicable
party to the Junior Noteholder.


 


Section 35.          Broker.
The Junior Noteholder and the Senior Noteholders represent to each other that no broker was responsible for bringing about this
transaction.


 


Section 36.          Certain
Matters Affecting the Agent.


 


(a)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


 


(b)       The
Agent may consult with counsel and 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 with such opinion of counsel;


 


(c)       The
Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Noteholders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(d)       The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the
Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by the
Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(e)       The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 20; and


 


(f)       The
Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
but shall not be relieved of its obligations hereunder.


 


Section 37.          Termination
of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Senior Noteholder.
In the event that the Agent is terminated pursuant to this Section 37, all of its rights and obligations under this Agreement shall
be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. The Initial Senior Noteholder, as Initial Agent, may transfer its rights
and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. The Initial Senior Noteholder,
as Initial Agent, shall promptly and


 



     58


     


    

 


diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer
declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent.
The termination or resignation of such Servicer, as Servicer under the Lead Securitization Servicing Agreement, shall be deemed
a termination or resignation of such Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement,
upon a Securitization of the Lead Senior Note, the Certificate Administrator shall automatically become and be the Agent.


 


Section 38.          Servicing
of the Loan. Pursuant to this Agreement and, from and after the Securitization Date, the Lead Securitization Servicing Agreement,
the Master Servicer (whose identity may change from time to time at the Agent’s discretion or, from and after the Securitization
Date, as provided in the Servicing Agreement) will be appointed as the servicer of the Mortgage Loan and the Special Servicer (whose
identity may change from time to time as provided in this Agreement or, from and after the Securitization Date, the Lead Securitization
Servicing Agreement) will be appointed as the special servicer of the Mortgage Loan, and the parties agree that the Master Servicer
and Special Servicer will service the Mortgage Loan on behalf of each Noteholder pursuant to this Agreement or, from and after
the Securitization Date, the Lead Securitization Servicing Agreement and subject to the terms hereof. The Senior Noteholders shall
not enter into any amendment to any Lead Securitization Servicing Agreement that would materially and adversely affect the rights
or interests of the Junior Noteholder without obtaining the Junior Noteholder’s prior written consent which shall not be
unreasonably withheld, conditioned or delayed.


 


After the Securitization
Date, if the Credit Risk Retention Rule requires that the Securitization Operating Advisor have the authority to recommend the
replacement of the Special Servicer for failure to comply with the standards applicable to it and that the Special Servicer be
replaced upon the affirmative vote of “ABS interests” (as defined in the Credit Risk Retention Rule) upon such recommendation,
each Noteholder agrees that the Special Servicer may be so replaced. The Junior Noteholder shall retain its right to remove and
replace the Special Servicer, but the Junior Noteholder shall not restore a Special Servicer that has been replaced in accordance
with the preceding sentence.


 


Section 39.          Conflict.
To the extent of any inconsistency between the Lead Securitization Servicing Agreement, on one hand, and this Agreement (without
regard to any references in this Agreement to the effect that a given defined term shall have the meaning of such defined term
or an analogous term in the Lead Securitization Servicing Agreement), on the other, this Agreement shall control.


 


Section 40.          Agent
for Service of Process. Each Noteholder shall maintain a duly appointed agent to receive service of process in New York, New
York, for it and on its behalf, in any such suit, action or proceeding and shall notify other Noteholder of the identity and location
of such agent. If at any time a Noteholder does not have a duly appointed agent for service of process in New York, New York, such
Noteholder shall promptly notify the other Noteholder and within 30 days appoint a substitute process agent. Junior Noteholder
represents that it has irrevocably appointed Corporation Service Company, whose address is 1180 Avenue of the Americas, Suite 210,
New York, NY 10036, as its process agent, and Corporation Service Company has accepted such appointment. Senior Noteholder represents
that it has irrevocably


 



     59


     


    

 


appointed CT Corporation System, whose address is 111 Eighth Avenue, New York, New York 10011, as its process
agent, and CT Corporation System has accepted such appointment.


 


[SIGNATURE PAGE FOLLOWS]


 




     60


     


    

 


IN WITNESS WHEREOF, the
Initial Noteholders have caused this Agreement to be duly executed as of the day and year first above written.








	 	 	 
	 	LADDER CAPITAL FINANCE LLC, as
an Initial Senior Noteholder and Initial Agent
	 	 	 
		By:	/s/ David M. Traitel
	 	 	Name:  David M. Traitel

Title: Managing Director





 


Holiday
Inn FiDi Co-Lender


 




     


     


    







	 	 	 
	 	LADDER CAPITAL FINANCE LLC, as
an Initial Senior Noteholder
	 	 	 
		By:	/s/ David M. Traitel
	 	 	Name:  David M. Traitel

Title: Managing Director


 


Holiday
Inn FiDi Co-Lender


 







     


     


    

 








	 	LADDER CAPITAL FINANCE LLC, as
an Initial Senior Noteholder
	 	 	 
		By:	/s/ David M. Traitel
	 	 	Name:  David M. Traitel

Title: Managing Director


 


Holiday
Inn FiDi Co-Lender


 




     


     


    

 





	 	 	 
	 	IGIS US PRIVATE PLACEMENT REAL
ESTATE INVESTMENT TRUST NO. 228, as Initial Junior Noteholder
	 	 	 
		By:	/s/ Seo, Wan Chul
	 	 	Name:  Seo, Wan Chul

Title: Manager


  


Holiday
Inn FiDi Co-Lender


 




     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description of
Mortgage Loan:


 


	Mortgage Loan:	Holiday Inn Financial District
	Mortgage Loan Borrower:	Golden Seahorse, LLC
	Date of the Mortgage Loan and the Mortgage:	September 18, 2018
	Initial Principal Amount of Mortgage Loan:	$137,025,000
	Location of Mortgaged Property:	99 and 103 Washington Street, New York, New York
	Initial Maturity Date:	September 6, 2028


 


B.       Description of
Note Interests:


 


	Initial Note A-1 Principal Balance:	$32,025,000
	Initial Note A-2 Principal Balance:	$35,000,000
	Initial Note A-3 Principal Balance:	$20,000,000
	Initial Junior Note Principal Balance:	$50,000,000
	Initial Note A-1 Percentage Interest:	23.37%
	Initial Note A-2 Percentage Interest:	25.54%
	Initial Note A-3 Percentage Interest:	14.60%
	Initial Senior Note Percentage Interest:	63.51%
	Initial Junior Note Percentage Interest:	36.49%
	Senior Note Rate:	5.1205%
	Junior Note Rate:	5.50%





 






     A-1


     


    

 


EXHIBIT B


 


Initial Note A-1 Holder:



LADDER CAPITAL FINANCE LLC



Notice Address:



345 Park Avenue, 8th Floor 


New York, New York 10154





 


Initial Note A-2 Holder:



LADDER CAPITAL FINANCE LLC



Notice Address:



345 Park Avenue, 8th Floor 


New York, New York 10154





 


Initial Note A-3 Holder:



LADDER CAPITAL FINANCE LLC



Notice Address:



345 Park Avenue, 8th Floor 


New York, New York 10154


 


Initial Junior Noteholder:



IGIS US Private Placement Real Estate Investment Trust No. 228


 


Notice Address:



IGIS US Private Placement Real Estate Investment Trust No. 228 


c/o IGIS Asset Management 


14 F, Sewoo Building, 115 Yeouigongwon-ro,


Yeoungdeungpo-gu, Seoul 150 868, Korea


Attention: Taeil Song


Phone: +82269594032


 






    B-1


     


    

 


Email: t.song@igisam.com


 


For legal notices, with a copy to:


 


K&L Gates LLP 


599 Lexington Avenue


New York, New York 10022


Attention: Henry Shin, Esq.


 




    B-2


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners






		2.	DLJ Real Estate Capital Partners






		3.	iStar Financial Inc.






		4.	Capital Trust, Inc.






		5.	Lend-Lease Real Estate Investments






		6.	Archon Capital, L.P.






		7.	Whitehall Street Real Estate Fund, L.P.






		8.	The Blackstone Group International Ltd.






		9.	Apollo Real Estate Advisors






		10.	Colony Capital, Inc.






		11.	Praedium Group






		12.	J.E. Roberts Companies






		13.	Fortress Investment Group, LLC






		14.	Lonestar Opportunity Fund






		15.	Clarion Partners






		16.	Walton Street Capital, LLC






		17.	Starwood Financial Trust






		18.	BlackRock, Inc.






		19.	Gramercy Capital Corp.






		20.	North Star Realty Finance Corp.






		21.	Brascan Real Estate Financials Partners LLC






		22.	Prima Capital Advisor LLC






		23.	Rialto Capital Management, LLC



 




    C-1


     


    

 


EXHIBIT D


 


MODEL
PSA


 




    D-1


     


    


 


EXECUTION VERSION





	 



  


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer 


 


 






 








POOLING
AND SERVICING AGREEMENT


 


Dated
as of March 1, 2018


 






 




 


Commercial
Mortgage Pass-Through Certificates

Series 2018-C43


 


	 







     


     


    

 


Table
of Contents


 





	 	 	 	 	Page
	 
	Article I 



	 	 	 
	DEFINITIONS


	 	 	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	120
	 	 	 	 	 
	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	 	149
	Section 2.05	 	Creation of the Grantor Trust	 	150
	 	 	 	 	 
	Article III
	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	 	Administration of the Mortgage Loans, the Serviced
    Companion Loans, and REO Properties	 	150
	Section 3.02	 	Collection of Mortgage Loan Payments	 	158
	Section 3.03	 	Collection of Taxes, Assessments and Similar
    Items; Servicing Accounts	 	163
	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 Gain-on-Sale Reserve Account, the Vertical Retained Certificate Gain-on-Sale Reserve Account and the Excess Interest
    Distribution Account	 	168
	Section 3.05	 	Permitted Withdrawals from the Collection Account,
    the Distribution Accounts and the Companion Distribution Account	 	175
	Section 3.06	 	Investment of Funds in the Collection Account,
    REO Account and Loss of Value Reserve Fund	 	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	 	199
	Section 3.10	 	Trustee and Certificate Administrator to Cooperate;
    Release of Mortgage Files	 	203



 






    -i- 


     


    

 


	Section 3.11	 	Servicing Compensation	 	204
	Section 3.12	 	Inspections; Collection of Financial Statements;
    Delivery of Reports	 	211
	Section 3.13	 	Access to Certain Information	 	217
	Section 3.14	 	Title to REO Property; REO Account	 	231
	Section 3.15	 	Management of REO Property	 	232
	Section 3.16	 	Sale of Defaulted Loans and REO Properties	 	235
	Section 3.17	 	Additional Obligations of Master Servicer and
    Special Servicer	 	241
	Section 3.18	 	Modifications, Waivers, Amendments and Consents	 	244
	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	 	263
	Section 3.21	 	Interest Reserve Account	 	267
	Section 3.22	 	Directing Certificateholder and Operating Advisor
    Contact with Master Servicer and Special Servicer	 	267
	Section 3.23	 	Controlling Class Certificateholders, Directing
    Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and
    the Risk Retention Consultation Party	 	268
	Section 3.24	 	Intercreditor Agreements	 	272
	Section 3.25	 	Rating Agency Confirmation	 	275
	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 Whole Loans	 	286
	Section 3.30	 	[RESERVED].	 	289
	Section 3.31	 	Resignation Upon Prohibited Risk Retention Affiliation	 	289
	Section 3.32	 	Litigation Control	 	290
	Section 3.33

         
	 	Delivery of Excluded Information to the Certificate
    Administrator	 	293
	Article IV
	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	 	Distributions	 	293
	Section 4.02	 	Distribution Date Statements; CREFC®
    Investor Reporting Packages; Grant of Power of Attorney	 	304
	Section 4.03	 	P&I Advances	 	310
	Section 4.04	 	Allocation of Realized Losses	 	314
	Section 4.05	 	Appraisal Reduction Amounts; Collateral Deficiency
    Amounts	 	315
	Section 4.06	 	Grantor Trust Reporting	 	320
	Section 4.07	 	Investor Q&A Forum; Investor Registry; and
    Rating Agency Q&A Forum and Document Request Tool	 	321
	Section 4.08	 	Secure Data Room	 	324
	 	 	 	 	 
	Article V
	 
	THE CERTIFICATES



 






    -ii- 


     


    

 


	Section 5.01	 	The Certificates	 	326
	Section 5.02	 	Form and Registration	 	326
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	330
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	340
	Section 5.05	 	Persons Deemed Owners	 	340
	Section 5.06	 	Access to List of Certificateholders’
    Names and Addresses; Special Notices	 	341
	Section 5.07	 	Maintenance of Office or Agency	 	342
	Section 5.08	 	Appointment of Certificate Administrator	 	342
	Section 5.09	 	[RESERVED]	 	343
	Section 5.10	 	Voting Procedures	 	343
	 	 	 	 	 
	Article VI
	 	 	 	 	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER
    AND THE RISK RETENTION CONSULTATION PARTY
	 
	Section 6.01	 	Representations, Warranties and Covenants of
    the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	344
	Section 6.02	 	Liability of the Depositor, the Master Servicer,
    the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	350
	Section 6.03	 	Merger, Consolidation or Conversion of the Depositor,
    the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	351
	Section 6.04	 	Limitation on Liability of the Depositor, the
    Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	352
	Section 6.05	 	Depositor, Master Servicer and Special Servicer
    Not to Resign	 	358
	Section 6.06	 	Rights of the Depositor in Respect of the Master
    Servicer and the Special Servicer	 	359
	Section 6.07	 	The Master Servicer and the Special Servicer
    as Certificate Owner	 	359
	Section 6.08	 	The Directing Certificateholder and the Risk
    Retention Consultation Party	 	359
	Section 6.09	 	Knowledge of Wells Fargo Bank, National Association	 	367
	 	 	 	 	 
	Article VII
	 
	SERVICER
    TERMINATION EVENTS
	 
	Section 7.01	 	Servicer Termination Events; Master Servicer
    and Special Servicer Termination	 	368
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	376
	Section 7.03	 	Notification to Certificateholders	 	378
	Section 7.04	 	Waiver of Servicer Termination Events	 	379
	Section 7.05	 	Trustee as Maker of Advances	 	379



 






    -iii- 


     


    

 


	Article VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	 	Duties of the Trustee and
    the Certificate Administrator	 	380
	Section 8.02	 	Certain Matters Affecting the Trustee and the
    Certificate Administrator	 	381
	Section 8.03	 	Trustee and Certificate Administrator Not Liable
    for Validity or Sufficiency of Certificates or Mortgage Loans	 	383
	Section 8.04	 	Trustee or Certificate Administrator May Own
    Certificates	 	384
	Section 8.05	 	Fees and Expenses of Trustee and Certificate
    Administrator; Indemnification of Trustee and Certificate Administrator	 	384
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate
    Administrator	 	385
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate
    Administrator	 	386
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	389
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate
    Administrator	 	389
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	390
	Section 8.11	 	Appointment of Custodians	 	391
	Section 8.12	 	Representations and Warranties of the Trustee	 	391
	Section 8.13	 	Provision of Information to Certificate Administrator,
    Master Servicer and Special Servicer	 	392
	Section 8.14	 	Representations and Warranties of the Certificate
    Administrator	 	392
	

        Section 8.15
	 	Compliance with the PATRIOT Act	 	394
	 	 	 	 	 
	Article IX
	 
	TERMINATION
	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of
    All Mortgage Loans	 	394
	Section 9.02	 	Additional Termination Requirements	 	398
	 	 	 	 	 
	Article X
	 
	ADDITIONAL
    REMIC PROVISIONS
	 
	Section 10.01	 	REMIC Administration	 	399
	Section 10.02	 	Use of Agents	 	403
	Section 10.03	 	Depositor, Master Servicer and Special Servicer
    to Cooperate with Certificate Administrator	 	403
	Section 10.04	 	Appointment of REMIC Administrators	 	403
	 	 	 	 	 
	Article XI
	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	404
	Section 11.02	 	Succession; Subcontractors	 	405
	Section 11.03	 	Filing Obligations	 	407



 






    -iv- 


     


    

 


	Section 11.04	 	Form 10-D and Form ABS-EE
    Filings	 	408
	Section 11.05	 	Form 10-K Filings	 	412
	Section 11.06	 	Sarbanes-Oxley Certification	 	415
	Section 11.07	 	Form 8-K Filings	 	416
	Section 11.08	 	Form 15 Filing	 	418
	Section 11.09	 	Annual Compliance Statements	 	419
	Section 11.10	 	Annual Reports on Assessment of Compliance with
    Servicing Criteria	 	420
	Section 11.11	 	Annual Independent Public Accountants’
    Attestation Report	 	423
	Section 11.12	 	Indemnification	 	424
	Section 11.13	 	Amendments	 	426
	Section 11.14	 	Regulation AB Notices	 	427
	Section 11.15	 	Certain Matters Relating to the Future Securitization
    of the Serviced Pari Passu Companion Loans	 	427
	Section 11.16	 	Certain Matters Regarding Significant Obligors	 	432
	Section 11.17	 	Impact of Cure Period	 	433
	 	 	 	 	 
	Article XII
	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 
	Section 12.01	 	Asset Review	 	433
	Section 12.02	 	Payment of Asset Representations Reviewer Fees
    and Expenses; Limitation of Liability	 	439
	Section 12.03	 	Resignation of the Asset Representations Reviewer	 	440
	Section 12.04	 	Restrictions of the Asset Representations Reviewer	 	440
	Section 12.05	 	Termination of the Asset Representations Reviewer	 	440
	 	 	 	 	 
	Article XIII
	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section 13.01	 	Amendment	 	443
	Section 13.02	 	Recordation of Agreement; Counterparts	 	448
	Section 13.03	 	Limitation on Rights of Certificateholders	 	448
	Section 13.04	 	Governing Law; Submission to Jurisdiction; Waiver
    of Jury Trial	 	449
	Section 13.05	 	Notices	 	450
	Section 13.06	 	Severability of Provisions	 	456
	Section 13.07	 	Grant of a Security Interest	 	456
	Section 13.08	 	Successors and Assigns; Third Party Beneficiaries	 	457
	Section 13.09	 	Article and Section Headings	 	457
	Section 13.10	 	Notices to the Rating Agencies	 	458







 






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



 






    -vi- 


     


    

 


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



 






    -vii- 


     


    

 


	EXHIBIT
    SS	Form
    of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	EXHIBIT
    TT	Form
    of Certificate Administrator Receipt of Vertical RR Interest
	EXHIBIT
    UU	Form
    of Certificate Administrator Receipt of Horizontal Risk Retention Certificates
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE
    1	Mortgage
    Loans With Additional Debt
	SCHEDULE
    2	Class
    A-SB Planned Principal Balance Schedule
	SCHEDULE
    3	Designated
    Escrows and Reserves




 






    -viii- 


     


    






 


This
Pooling and Servicing Agreement is dated and effective as of March 1, 2018, between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


The
REMIC structure set forth in this Preliminary Statement is intended to cause all of the cashflow from the Mortgage Loans to flow
through to the Upper-Tier REMIC as cash flow on REMIC regular interests, without creating any shortfall, actual or potential (other
than for credit losses), to any REMIC regular interest issued hereunder. To the extent that any party hereto believes the structure
to diverge from such intention (without implying any duty of any such party to identify any such ambiguity), the party or parties
identifying the subject defect or ambiguity in this Agreement shall notify the other parties hereto, whereupon the Depositor,
the Certificate Administrator and the Tax Administrator shall use commercially reasonable efforts to rectify or resolve the subject
defect or ambiguity to accomplish the intended result without Certificateholder approval (but with guidance of counsel), including,
to the extent necessary, making any amendments in accordance with Section 13.01(a) of this Agreement, but subject
to any conditions in Section 13.01. The other parties hereto agree to reasonably cooperate with the Depositor, the
Certificate Administrator and the Tax Administrator in connection with any amendment to this Agreement in furtherance of the foregoing.


 






    	 



     


    

 


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 LE, Class LF, Class LG and LVRR Uncertificated Interests
(the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of
“residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class
R Certificates.


 


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


 


	Class
    Designation	 	Interest
    Rate	 	Original
    Lower-Tier 

    Principal Amount
	Class
    LA1	 	(1)	 	 	$	22,182,000	 
	Class LA2	 	(1)	 	 	$	7,539,000	 
	Class LASB	 	(1)	 	 	$	40,193,000	 
	Class LA3	 	(1)	 	 	$	86,500,000	 
	Class LA4	 	(1)	 	 	$	337,416,000	 
	Class LAS	 	(1)	 	 	$	73,192,000	 
	Class LB	 	(1)	 	 	$	32,628,000	 
	Class LC	 	(1)	 	 	$	29,983,000	 
	Class LD	 	(1)	 	 	$	26,455,000	 
	Class LE	 	(1)	 	 	$	18,519,000	 
	Class LF	 	(1)	 	 	$	8,818,000	 
	Class LG	 	(1)	 	 	$	22,046,433	 
	Class LR	 	     None(2)	 	 	None	 
	LVRR	 	(1)	 	 	$	16,977,551.15	 




 


 










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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-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 E, Class F and Class G Certificates and
Vertical RR Interest (exclusive of the portion of the Vertical RR Interest representing an interest in the Grantor Trust). Each
such regular interest will be represented by, and have the same Pass-Through Rate and Certificate Balance or Notional Amounts
as, the Class of Certificates bearing


 






     -2-


    


    

 


the
same Class designation as set forth in the chart below. The Upper-Tier REMIC shall also 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 pass-through rate (the “Pass-Through Rate”)
and the aggregate initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original
Notional Amount”), as applicable, for each Class of Certificates:


 


	Class
                                         of Certificates 
	 	Approximate
                                         Initial Pass-Through Rate 
	 	Original
                                         Certificate
 Balance or Notional
 Amount 

	Class A-1
    Certificates	 	2.8900	%	 	$	22,182,000	 
	Class A-2 Certificates	 	3.8600	%	 	$	7,539,000	 
	Class A-SB Certificates	 	3.9510	%	 	$	40,193,000	 
	Class A-3 Certificates	 	3.7460	%	 	$	86,500,000	 
	Class A-4 Certificates	 	4.0120	%	 	$	337,416,000	 
	Class X-A Certificates	 	0.8725	%(1)	 	$	  493,830,000	(2)
	Class X-B Certificates	 	0.5240	%(1)	 	$	  135,803,000	(2)
	Class A-S Certificates	 	4.1520	%	 	$	73,192,000	 
	Class B Certificates	 	4.2530	%	 	$	32,628,000	 
	Class C Certificates	 	4.5140	%	 	$	29,983,000	 
	Class X-D Certificates	 	1.7802	%(1)	 	$	  26,455,000	(2)
	Class D Certificates	 	3.0000	%	 	$	26,455,000	 
	Class E Certificates	 	4.7802	%	 	$	18,519,000	 
	Class F Certificates	 	4.7802	%	 	$	8,818,000	 
	Class G Certificates	 	4.7802	%	 	$	22,046,433	 
	Class R Certificates	 	None(3)	 	 	N/A	 
	Class V Certificates	 	None(3)	 	 	N/A	 
	Vertical RR Interest	 	None(4)	 	$	16,977,551.15	 




 


 










		(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, and 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 or the Class X-D Notional Amount, as applicable.



 





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



 





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



 


THE
GRANTOR TRUST


 


The
Class V Certificates and Vertical RR Interest shall represent undivided beneficial interests in the respective portions of
the Grantor Trust consisting of the assets set


 






     -3-


    


    

 


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


 


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


 


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 $722,448,985.


 


WHOLE
LOANS





 


The
Trust includes several Mortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property.
The Whole Loans relating to the Trust are the whole loans secured by the Mortgaged Properties identified in the following table.
The table also lists, for each Whole Loan, the type of the Whole Loan, the Non-Serviced PSA (if any), the type of Companion Loan(s),
the Servicing Shift Control Note (if any), and the Non-Serviced Primary Servicing Fee Rate (if any).


 


	Mortgaged
    Property 

    Name	Whole
    Loan 

    Type	Non-Serviced
    

    PSA (if any)	Companion
    Loan 

    Type	Servicing
    Shift 

    Control Note (if 

    any)	Non-Serviced
    

    Primary 

    Servicing Fee 

    Rate (if any)
	Moffett
    Towers II - Building 2	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Airport
    Business Center	Servicing
    Shift Whole Loan	(1)	Pari
    Passu	Note
    A-1	0.00250%
    per annum
	SoCal
    Portfolio	Non-Serviced
    Whole Loan	(2)	Pari
    Passu	N/A	0.00250%
    per annum
	Houston
    Distribution Center	Non-Serviced
    Whole Loan	(3)	Pari
    Passu	N/A	0.00125%
    per annum
	Apple
    Campus 3	Non-Serviced
    Whole Loan	(4)	Pari
    Passu	N/A	0.00250%
    per annum



 

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



 


		(2)	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated as of March 1, 2018 between Citigroup Commercial Mortgage Securities Inc., as depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
                                         LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating
                                         advisor, Park Bridge Lender Services LLC, as asset representations reviewer, Citibank,
                                         N.A., 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
                                         Citigroup Commercial Mortgage Trust 2018-B2, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-B2.



 


		(3)	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of February 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-C8, Commercial
                                         Mortgage Pass-Through Certificates, Series 2018-C8.



 






     -4-


    


    

 


		(4)	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of February 1, 2018, among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
                                         Torchlight Loan Services, LLC, as general special servicer, National Cooperative Bank,
                                         N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National
                                         Association, as certificate administrator, Wilmington Trust, National Association, as
                                         trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations
                                         reviewer, as from time to time amended, supplemented or modified, relating to the issuance
                                         of the BANK 2018-BNK10, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK10.



 


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


 


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


 


“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.


 


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


 






     -5-


    


    

 


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


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the
same may be amended in accordance with the terms thereof.


 


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


 


“AB
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.


 


“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.


 


“AB
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include
one or more Pari Passu Companion Loans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described
in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan
Type” of “Pari Passu and Subordinate” or “Subordinate”.


 


“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


 






     -6-


    


    

 


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


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


“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).


 






     -7-


    


    

 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of 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 5.03(t).


 


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


 


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


 


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


 


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


 


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


 






     -8-


    


    

 


(a)          
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including
the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) 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 Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Serviced Companion Noteholders)
as of the close of business on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


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


 


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


 


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


 


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


 


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


 






     -9-


    


    

 


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


 


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


 


(b)           if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account
allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


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


 


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


 


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


 


“Aggregate
Excess Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal
Prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not
covered by the Master 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.


 


“Aggregate
Gain-on-Sale Entitlement Amount”: For each Distribution Date, the aggregate amount of (i) the sum of (a)(x) the aggregate
portion of the Interest Distribution Amount for each Class of Regular Certificates (other than the Vertical RR Interest) that
would remain unpaid as of the close of business on the Distribution Date, divided by (y) the Non-Sponsor Retained Percentage,
and (b)(x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed
on the Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Non-Sponsor Retained Percentage,
and (ii) any Realized Losses and Vertical Retained Certificate Realized Losses outstanding immediately after such Distribution
Date (plus interest thereon payable in accordance with Section 4.01 hereof), in each case, to the extent such amounts
would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without
the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the Vertical Retained Certificate
Gain-on-Sale Remittance Amount as part of the definition of Vertical Retained Certificate Available Funds.


 






     -10-


    


    

 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 






     -11-


    


    

 


(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 and only with respect to any
Mortgage Loan or Whole Loan other than an Excluded DCH Loan) in consultation with the Directing Certificateholder, and, after
the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder
(only with respect to a Mortgage Loan or Whole Loan other than an Excluded DCH Loan) and the Operating Advisor and, after the
occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of
the first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives
an Appraisal (together with information requested by the Special Servicer from the Master Servicer in accordance with this Agreement
that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts
a valuation described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated
Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the 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 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 Appraisal
and any other information it deems relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage
Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring
in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to
its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate
Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related
Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan,
as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable,
and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing
Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect
to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not
been the subject


 






     -12-


    


    

 


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 by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter. 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, the Directing Certificateholder (but only prior to the occurrence and continuance of a Consultation Termination
Event), 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 Special Servicer shall 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 Excluded DCH Loan) the Directing Certificateholder, the amount and calculation or
recalculation of the Appraisal Reduction Amount and such report shall be delivered in the CREFC® Appraisal Reduction
Template format. Such report shall also be forwarded by the Special Servicer, to the extent any related Serviced Companion Loan
has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold, or to the holder of any related Serviced Companion Loan. 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 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.


 






     -13-


    


    

 


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 the Master Servicer, the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan,
and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard
to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect
of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction
in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a
change in any other material economic term of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date
on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor
or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such
time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a
Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of
a Balloon Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, except
where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes
an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv)
shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however,
that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder,
and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable,
promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain
an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.


 


“Appraisal
Review Period”: As defined in Section 4.05(b)(ii).


 


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


 






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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.


 


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


 


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


 


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


 


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


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -15-


    


    

 


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


 


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


 


“Asset
Review Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0%
or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of
any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent
Loans or (2) at least 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 REO Loans (or a portion of any REO Loan in the case of a Whole Loan))
held by the Trust as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of
the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant
payment required by the


 






     -16-


    


    

 


related
Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage
Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal
balance thereof occurring in connection with a modification of such Mortgage Loan in connection with a default or bankruptcy (or
similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes
of determining P&I Advances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate (net of
interest at the Servicing Fee Rate and the related Non-Serviced Primary Servicing Fee Rate, if applicable).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower
Party Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine
Loan Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager
or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more
of the beneficial interests in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For the
purposes of this definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 






     -17-


    


    

 


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


 


“BSPRT”:
Benefit Street Partners Realty Trust, Inc., a Maryland corporation.


 


“BSPRT
Finance”: BSPRT Finance, LLC, a Delaware limited liability company.


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Pennsylvania, Maryland, North
Carolina, New York, California, Kansas or the city and state in which the Corporate Trust Office of the Trustee or the Certificate
Administrator, or the principal place of business or principal commercial mortgage loan servicing office of 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-C43, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the
Vertical RR Interest shall be a Certificate.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01010%
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 as specified in
the Preliminary


 






     -18-


    


    

 


Statement
hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class
of Principal Balance Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)).


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by 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 Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by 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 or the Special Servicer or any such Affiliate thereof, as applicable, 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


 






     -19-


    


    

 


(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 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.


 


“Class”:
With respect to any Certificates or the Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and,
if applicable, numerical) Class designation and each designated Lower-Tier Regular Interest. For the avoidance of doubt, the Vertical
RR 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 2.8900%.


 






     -20-


    


    

 


“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.


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.8600%.


 


“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 3.7460%.


 


“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 the lesser of (i) 4.0120%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date..


 


“Class
A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit
A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC 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) 4.1520%
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 the lesser of (i) 3.9510%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“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.


 






     -21-


    


    

 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.2530%
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.


 


“Class
C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.5140%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
LA2 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original


 






     -22-


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -23-


    


    

 


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


 


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


 


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2
hereto, and evidencing the sole Class of “residual interests” in each Trust REMIC 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
V Certificate”: A Certificate designated as “Class V” on the face thereof in the form of Exhibit A-3
hereto, and evidencing undivided beneficial ownership of the Class V Specific Grantor Trust Assets.


 


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


 


“Class
X Certificates”: The Class X-A, Class X-B 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 on 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.


 






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


 


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


 


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


 


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


 


“Closing
Date”: March 27, 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, an amount equal to the excess
of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu
notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject
Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely
to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under
the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related
Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit
of the related Mortgaged Property or Mortgaged


 






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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)) held by the lender in respect
of such AB Modified Loan as of the date of such determination. The Special Servicer or the Master Servicer, as the case may be,
the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s
or the Special Servicer’s, as the case may be, calculation or determination of 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 “Wells Fargo Bank, National
Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, 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 Serviced Companion Noteholders, to the extent funds
on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which
shall be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion
Noteholders of the Serviced Companion Loans, relating to the Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage
Pass-Through Certificates, Series 2018-C43, 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


 






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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”: A mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage Loan.


 


“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 Payment”: 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 which Servicing Fees are being paid
to the Master Servicer for such Collection Period, calculated at a rate of 0.00250% per annum, (B) all Prepayment
Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu
Companion Loan) 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’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”)
from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage
Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced
Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the 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) so long as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage
Loans other than Excluded DCH Loans, at the request or with the consent of the Directing Certificateholder or (Z) in connection
with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment
for the related


 






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Distribution
Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest
Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection with such Prohibited
Prepayments. For the avoidance of doubt, any portion of a Compensating Interest Payment 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 no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Allocated Cumulative Appraisal Reduction Amounts; provided that no Consultation Termination Event
may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation
Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift
Whole Loan; provided, further, that a Consultation Termination Event shall be deemed not continuing in the event
that the Certificate Balances of the Certificates other than the Control Eligible Certificates and the Vertical RR Interest 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”: Any of the Class E, Class F and Class G Certificates.


 


“Control
Termination Event”: The occurrence of the Certificate Balance of the Class E Certificates (taking into account the application
of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class; provided
that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing
Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder
related to such Servicing Shift Whole Loan; provided, further, that a Control Termination Event shall not be deemed
continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates and the
Vertical RR Interest 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 Allocated Cumulative Appraisal Reduction Amounts allocable
to such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that
Class; provided, however, that if at any time the Certificate Balances of the Certificates other than the Control
Eligible Certificates and the corresponding portion of the Vertical RR Interest have been reduced to zero as a result of the allocation
of principal payments on the Mortgage Loans, then the Controlling Class shall be the most subordinate Class among the Control
Eligible Certificates that has a Certificate Balance greater than zero without regard to


 






     -28-


    


    

 


any
Allocated Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the
Master Servicer, the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense
of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling
Class and 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 Bank,
600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to
the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2018-C43; and (iii) for
all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate
Trust Services (CMBS), WFCM Commercial Mortgage Securities Trust 2018-C43.


 


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


 






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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 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


 






     -30-


    


    

 


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 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 0.0005% per annum.


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer
Loan File and (8) CREFC® Schedule AL File) and nine 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 eleven 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® Servicer
Remittance to Certificate Administrator Report, (8) CREFC® Significant Insurance Event Report, (9) CREFC®
Loan Modification Report, (10) CREFC® Loan Liquidation Report and (11) CREFC® REO
Liquidation Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing
the information called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing
Date on the CREFC® Website, or such other form for the presentation


 






     -31-


    


    

 


of
such information and containing such additional information or reports as may from time to time be approved by the CREFC®
for commercial mortgage-backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to
state information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may
conclusively rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan
Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer
(if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special
Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Schedule AL File”: A data file in the “Schedule AL File” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may
be approved from time to time by the CREFC® for commercial mortgage securities transactions generally; provided
that the Depositor shall confirm in writing to 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.


 






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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to
time be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable
to the Master 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 or
more individual mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and
cross-defaulted mortgage loans. For the avoidance of doubt, there are no Crossed Mortgage Loan Groups related to the Trust.


 


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


 






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“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
least of (a) 0.10x below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed
Underlying Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage
Loan Group (including the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase
or replacement and (c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined
at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage
(taken to one decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s))
set forth in Annex A-1 to the Prospectus plus 10%, (b) the loan-to-value ratio, expressed as a whole number percentage
(taken to one decimal place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s)
at the time of repurchase or substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall
have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the
repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage
Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining
related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights
against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising
enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with
respect to any Excluded DCH 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 and for any Mortgage Loan, an amount equal to 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
will 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 any such Non-Serviced Mortgage Loan that is an AB Modified Loan.


 






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“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.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in March 2018, or with respect
to any Mortgage Loan that has its first Due Date in April 2018, the date that would have otherwise been the related Due Date in
March 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, if the related Mortgagor has provided the Master
Servicer or Special Servicer, as applicable with documentation reasonably satisfactory in form and substance to the Master Servicer
or the Special Servicer, as applicable, (and the Master Servicer or Special Servicer, as applicable, will be required to promptly
forward such documentation to the Directing Certificateholder), which provides that a refinancing of such Mortgage Loan or sale
of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due, then
such Mortgage Loan or Serviced Whole Loan will not be considered a Defaulted Loan unless and until such Balloon Payment is delinquent
at least one hundred twenty (120) days; and, in any case, such delinquency is to be determined without giving effect to any Grace
Period permitted by the related Mortgage or


 






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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 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 E,
Class F, Class G, Class R Certificates, the Class V Certificates, the Vertical RR Interest and any Certificate
issued pursuant to Section 5.02(c) and Section 5.02(d) shall be Definitive Certificates. For the avoidance
of doubt, any Horizontal Risk Retention Certificate or Vertical RR Interest shall at all times during the Transfer Restriction
Period be a Definitive Certificate.


 


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


 


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


 


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


 






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


 


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


 


“Designated
Intercreditor Agreement”: As defined in the definition of “Intercreditor Agreement”.


 


“Designated
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 April 2018.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(x)      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;


 






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


 


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


 


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


 


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


 


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


 


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


 


(k)      a
copy of all zoning reports;


 


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


 


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


 


(n)      a
copy of all UCC searches;


 


(o)      a
copy of all litigation searches;


 


(p)      a
copy of all bankruptcy searches;


 


(q)      a
copy of any origination settlement statement;


 


(r)       a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 






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(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 shall constitute part of the Diligence File. It is generally not required to include any
of the same items identified above again if such items have already been included under another clause of the definition of Diligence
File, and the Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to
do so, include such other documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to
enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents
are clearly labeled and identified.


 


“Directing
Certificateholder”:  With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall
be the related Loan-Specific Directing Certificateholder and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans
and any Excluded Loans), the initial Directing Certificateholder shall be KKR Real Estate Credit Opportunity Partners Aggregator
I L.P., a Delaware limited partnership. Thereafter, with respect to the Mortgage Loans described in clause (B) above, the Directing
Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of
the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from time to time;
provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected
or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that
a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided,
however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate
Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance
with the terms of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing
Certificateholder, as described in clause (B) above shall only retain its consultation rights to the extent specifically provided
for herein. After the occurrence and continuance of a Consultation Termination Event, there will be no Directing Certificateholder
as described in clause (B) above. 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. 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.


 






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“Directing
Certificateholder 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 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 any such
Mortgage Loan or Serviced Companion Loan, the management or disposition of such 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.


 


“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


 






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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership,” as defined in Section 775 of the Code and (vi) 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 April 2018. The initial Distribution
Date shall be April 17, 2018.


 


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


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master 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.


 


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


 






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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the
Depositor, Certificate Administrator and the Master 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 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 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 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
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, if the deposits are to be held in such account for less than
thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells
Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “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 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); (iii) an account or accounts maintained with PNC Bank, National Association
so long as PNC Bank, National Association’s long-term unsecured debt or deposit account rating shall be at least “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
from Moody’s and “F-1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less);
(iv) 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) – (iii) 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


 






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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) –
(iii) 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 (v) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured
debt rating of at least “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 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 institution 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 not affiliated (including 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 Risk Retention Consultation Party, the Third Party Purchaser
or any of their respective Affiliates (including Risk Retention 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, the Risk Retention Consultation Party or
any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating


 






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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 not affiliated (including Risk Retention Affiliated) with) the Depositor, the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder,
the Risk Retention Consultation Party, 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 (including
Risk Retention Affiliates); (d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation
or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement
of a successor special servicer to become a special servicer under this Agreement; (e) that (i) has been regularly engaged
in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years
of experience in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial
real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f)
that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest
in any Certificates, any Mortgage Loan, any Companion Loan or securities backed by a Companion Loan or otherwise have any financial
interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor
and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).


 


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


 


“Enforcing
Servicer”: (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 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


 






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Loan
relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems relating to the
related Mortgaged Property.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C43,
Commercial Mortgage Pass-Through Certificates, Series 2018-C43, Class V Certificates and the Vertical RR Interest, Excess Interest
Distribution Account”, and which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest
Distribution Account shall be held solely for the benefit of the Holders of the Class V Certificates and the Vertical RR Interest.
The Excess Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor
Trust.


 


“Excess
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.


 






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


 


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


 


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


 


“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 DCH Loan.
As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


“Excluded
DCH Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or the Holder of the majority of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded DCH Loan
is also an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded DCH 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 and 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 3.26.


 


“Excluded
Loan”: With respect to (a) the Directing Certificateholder or the Holder of the majority of the Controlling Class, any
Excluded DCH Loan or (b) the Risk Retention Consultation Party or the Holder of the majority of the Vertical RR Interest, any
Excluded RRCP Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded
RRCP Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention
Consultation Party or the Holder of the majority of the Vertical RR Interest is a Borrower Party. As of the Closing Date, there
are no Excluded RRCP Loans related to the Trust.


 






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“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 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 Risk Retention
Consultation Party which does not include any communication (other than the related Asset Status Report) between the Special Servicer
and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced Loan required
to be delivered by the Special Servicer by the Initial Delivery Date and 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 Certificateholder
Asset Status Report Approval Process or following completion of the ASR Consultation Process, as applicable. 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 that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent
or


 






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consultation
time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. For the avoidance
of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in
accordance with the procedures described above. The Operating Advisor is only required to review Final Asset Status Reports delivered
to it by the Special Servicer.


 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded DCH Loan and made prior to the occurrence and continuance of a Consultation
Termination Event, with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or
REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage
Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or
other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16
or (iii) the Master Servicer, the Special Servicer, the Holders of the Controlling Class, or the Holders of the Class
R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment
was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b),
will ultimately be recoverable. With respect to all Mortgage Loans other than Excluded DCH Loans, prior to the occurrence and
continuance of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review
and approve each such recovery determination by the Special Servicer; provided, however, that if the Directing Certificateholder
fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery
determination, such consent shall be deemed given.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other 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
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


 






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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 Section 3.02(a), Section 3.02(b) and Section 3.02(c).


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the Vertical RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, 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”: As defined in the Preliminary Statement.


 


“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.


 


“Horizontal
Risk Retention Certificates”: Individually and collectively the Class E, Class F and Class G Certificates.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.31.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.31.


 


“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


 






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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, 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


 






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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”: Wells Fargo Securities, LLC, Barclays Capital Inc. and Academy Securities, Inc.


 


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


 


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


 


“Initial
Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor and filed as Exhibit 102 and, if applicable,
Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 


“Insurance
and Condemnation Proceeds”: All proceeds 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


 






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


 


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


 


“Intercreditor
Agreement”: Each intercreditor agreement, co-lender agreement or other similar agreement between noteholders relating
to a Whole Loan described in the table and footnotes under the heading “Whole Loans” in the Preliminary Statement
hereto (each of such agreements, a “Designated Intercreditor Agreement”), and any intercreditor agreement entered
into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness
or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


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


 






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Interest
Accrual Amounts for all Classes of Regular Certificates (other than the Vertical RR Interest) for such Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, 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.


 


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


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C or Exhibit P-1D to this


 






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Agreement
or in the form of an electronic certification contained on the Certificate Administrator’s Website (which may be a click-through
confirmation), representing (i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder
or the Risk Retention Consultation Party (in either case, to the extent such Person is not a Certificateholder), a beneficial
owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor, manager or
other representative of the foregoing), (ii) that either (a) such Person is 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, (2) if such
Person is the Risk Retention Consultation Party, such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (3)  if such Person is not the Directing
Certificateholder, a Controlling Class Certificateholder or the Risk Retention Consultation Party, such Person shall only receive
access to the Distribution Date Statements to Certificateholders prepared by the Certificate Administrator, (iii) (other
than with respect to a Companion Holder) that such Person has received a copy of the final Prospectus and (iv) such Person
agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however,
that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) and (ii) shall
be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect
to any related Excluded Controlling Class Loan. The Certificate Administrator may require that Investor Certifications be re-submitted
from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s
Website to any mezzanine lender upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated
Mezzanine Loan Lender.


 


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


 


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


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other 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


 






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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; (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 Holders 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 (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect to (x) each
Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced
Loan and (z) REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer or the Special
Servicer, as applicable,


 






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obtains
(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), or REO Property (in any case, other
than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and
the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and
Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated
Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with
respect to (a) the purchase of 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),
(vi) and (vii) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days
of such holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected
Loan pursuant to the related Intercreditor Agreement, (d)  a Serviced Companion Loan, (x) a repurchase of such Serviced
Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient
mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided
for such repurchase or such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a
purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up
call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially
Serviced Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition
of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related
Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the
event that a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above,
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
Mortgage Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with
respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property and received by the 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 90 days of receipt
of notice of a breach (and giving effect to an extension period of 90 days).


 






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“Liquidation Fee Rate”:
A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan) and REO Property;
provided that if such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate
will be equal to such higher 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 Specially Serviced Loan or REO Property by the Holders of the majority of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01;
(vi) the purchase of 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 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.


 


“Litigation Control”:
As defined in Section 3.32.


 


“Loan-Specific Directing Certificateholder”:
With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing Certificateholder”,
the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under the related Intercreditor
Agreement. Prior to the applicable Servicing Shift Date, a Loan-Specific Directing Certificateholder with respect to the related
Servicing Shift Whole Loan will be the holder of the related Servicing Shift Control Note. As of the Closing Date, Wells Fargo
Bank, National Association is a Loan-Specific Directing Certificateholder with respect to the Airport Business Center 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


 






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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(b).


 


“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(b)).


 


“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 LE, Class LF,
Class LG and LVRR Uncertificated Interests.


 


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


 


“Lower-Tier REMIC Distribution
Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate Administrator (on
behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be
an Eligible Account.


 


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


 


“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.


 






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“MAI”: Member of
the Appraisal Institute.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Modification Fees”:
With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced 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.


 






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


 


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


 


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


 


(i)       the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)     an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series
2018-C43” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


(iv)     the
original or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document separate
from the


 






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Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)       an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43” (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 terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


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


 


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


 


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


 






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(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 or letter of credit relating to such Mortgage Loan
or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this


 






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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. For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


 


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


 


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


 


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


 


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


 


(ii)      the
Mortgagor’s name;


 


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


 


(iv)     the
Mortgage Rate in effect at origination;


 


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


 


(vi)     the
original principal balance;


 


(vii)    the
Cut-off Date Balance;


 


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


 


(ix)      the
original and remaining amortization terms;


 


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


 






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(xi)       the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)      number
of grace days;


 


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


 


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


 


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


 


(xxiii)    the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)    the
Administrative Cost Rate; and


 


(xxvii)   the
Due Date.


 


Such list may be in the form of more
than one list, collectively setting forth all of the information required.


 






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“Mortgage Loan Seller”:
Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor in interest, (ii) Barclays
Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iii) C-III Commercial Mortgage
LLC, a Delaware limited liability company, or its successor in interest, (iv) Rialto Mortgage Finance, LLC, a Delaware limited
liability company, or its successor in interest and (v) Benefit Street Partners CRE Finance LLC, a Delaware limited liability company,
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, 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.


 






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“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 Non-Serviced Master Servicer
or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor;
provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate,
the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate
at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month
period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan,
the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year
which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless
the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding
the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive
of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net
Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


“New Lease”: Any
lease of REO Property entered into at the direction of the 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


 






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giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined
that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been
reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from
the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable P&I Advance”:
Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced Mortgage Loan)
or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, the Master Servicer or the Special Servicer,
in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as the case may be, determines
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 may be conclusively
relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, 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. 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, 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


 






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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 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, 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


 






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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 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, in its good faith business judgment or the Master Servicer
or the Special Servicer, as applicable, in accordance with the Servicing Standard, determines 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


 






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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 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 DCH 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 may be conclusively relied upon by, but shall not be
binding upon, the Master Servicer and the Trustee, 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 Nonrecoverable Servicing Advance; provided, however,


 






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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 E, Class F, Class G, Class R or Class V Certificate
or the Vertical RR Interest.


 


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


 


“Non-Serviced Companion Loan”:
Each Companion Loan that is part of a Non-Serviced Whole Loan.


 


“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 relating 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 Mortgage Loan that is part of a Non-Serviced Whole Loan. The table and footnotes under the heading “Whole Loans”
in the Preliminary Statement hereto identify the Non-Serviced Mortgage Loans included in the Trust as of the Closing Date. Each
Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan on and after the applicable Servicing Shift Date for the related
Servicing Shift Whole Loan.


 


“Non-Serviced Mortgaged Property”:
Any Mortgaged Property securing a Non-Serviced Whole Loan.


 


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


 






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“Non-Serviced Pari Passu Companion
Loan”: Each Pari Passu Companion Loan relating to a Non-Serviced Whole Loan.


 


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


 


“Non-Serviced Primary Servicing
Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth in the table and footnotes under
the heading “Whole Loans” in the Preliminary Statement hereto.


 


“Non-Serviced PSA”:
A pooling and servicing agreement or trust and servicing agreement governing the servicing and administration of a Non-Serviced
Whole Loan. The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the
Non-Serviced PSAs relating to the Trust as of the Closing Date.


 


“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”:
A Whole Loan that is serviced and administered under a pooling and servicing agreement or trust and servicing agreement other than
this Agreement. The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify
the Non-Serviced Whole Loans relating to the Trust as of the Closing Date. Each Servicing Shift Whole Loan will be a Non-Serviced
Whole Loan on and after its related Servicing Shift Date.


 


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


 


“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.


 


“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.


 






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


 


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


 


“Officer’s Certificate”:
A certificate signed by a Servicing Officer of the 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”:
Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


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


 


“Operating Advisor Consultation
Event”: Any time when the Certificate Balances of the Class E, Class F and Class G Certificates in the aggregate (taking
into account the application of any Allocated 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 related Mortgagor agrees to pay) with respect
to any Mortgage Loan (other than the Non-Serviced Mortgage Loans or the Servicing Shift Mortgage Loans and each related Companion
Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that no such fee shall
be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided, further,
that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision;
provided, further, however, that to the extent such fee is incurred after the outstanding Certificate Balances
of the Control Eligible Certificates 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


 






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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 (but excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage Loan
and each Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor Fee Rate”:
With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate of 0.00255%.


 


“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 in the best
interest of nor for the benefit of any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the
Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller,
the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
the Risk Retention Consultation Party, any Certificateholder or any of their Affiliates.


 


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


 


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


 






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(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.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the 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.


 






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


 


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


 


“Pari Passu Companion Loan
Holder”: Any holder of record of any Pari Passu Companion Loan.


 


“Pari Passu Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and one or more Pari Passu Companion Loans but does not include an AB Subordinate
Companion Loan. The Pari Passu Whole Loans related to the Trust as of the Closing Date are the Whole Loans described in the table
under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of
“Pari Passu”.


 


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


 


“PCAOB”: The Public
Company Accounting Oversight Board.


 


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


 


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


 


“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal and/or interest (other
than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is


 






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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 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


 






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itself, result in a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates),
(B) with respect to Fitch, the commercial paper or other short-term debt obligations of such depository institution or trust company
are rated in the highest rating categories of Fitch; or, in each case, such other rating as would not result in the downgrading,
withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar
as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class
of securities) as evidenced in writing, (C) for maturities of less than three (3) months, a short-term rating of “R-1(high)”
by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)), and (D) for
maturities greater than three (3) months, a long-term rating of “AAA” by DBRS (if then rated by DBRS and, if not so
rated, by two other NRSROs (which may be Moody’s and/or Fitch));


 


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


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch and (2) the short-term obligations of which
corporation are rated 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 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) (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


 






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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 (if rated by such Rating Agency), (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) (or such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion
Loan Securities);


 


(vi)       money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Money Market Funds), 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 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


 






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(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 insurance (or title agency) and/or other
fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its respective Affiliates
in connection with any services performed by such party with respect to any Mortgage Loan and Serviced Companion Loan (including
any related REO Property) in accordance with this Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


“Preliminary Prospectus”
The Preliminary Prospectus, dated March 6, 2018, relating to the Registered Certificates, as amended by that certain supplement
to the preliminary prospectus dated March 7, 2018, and further amended by that certain supplement to the preliminary prospectus
dated March 9, 2018.


 


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


 


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


 






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


 


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


 


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


 


“Primary Servicing Fee”:
The monthly fee payable by the 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 Master Servicer 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 E, Class F and
Class G Certificates and the Vertical RR Interest.


 


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


 






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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 or the Risk Retention Consultation Party and the Special Servicer referred
to in clause (i) of the definition of “Privileged Information”.


 


“Privileged Information”:
Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and the Special Servicer
related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to the Directing Certificateholder or the
Risk Retention Consultation Party, as applicable) or the exercise of the Directing Certificateholder’s consent or consultation
rights or the Risk Retention Consultation Party’s consultation rights under this Agreement, (ii) strategically sensitive
information (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 (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 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 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 Non-Serviced Special Servicer, any Other Servicer, any Person (including
the Directing Certificateholder or the Risk Retention Consultation Party) who provides the Certificate Administrator with an Investor
Certification, and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with


 






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an NRSRO Certification,
which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention
Consultation Party or 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 Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) 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; provided, further, however, that
any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information).


 


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


 


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


 


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


 


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


 






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“Prospectus”: The
Prospectus, dated March 13, 2018, relating to the Registered Certificates.


 


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


 


“PTCE”: Prohibited
Transaction Class Exemption.


 


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


 


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


 


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


 


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


 


(iv)     if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section 5
of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred
by the 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 (or related REO Loan); provided, however, that such out-of-pocket expenses
shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in
taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(l);


 


(v)      Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation


 






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Fees if such repurchase
occurs during the Initial Cure Period or, if applicable, prior to the expiration of the Extended Cure Period); plus


 


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


 


Solely with respect to any Serviced
Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated
in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan
and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or
Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be
allocated between the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount
provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any
repurchase pursuant to sub-clause (A) and sub-clause (C) 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 DBRS) or (B) one NRSRO (which may include Fitch or DBRS) 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 DBRS)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required
to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance
company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying
ability) rated by at least one (1) of the following rating agencies of at least(a) “A3” by Moody’s, (b)
“A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)”
by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


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


 






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“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)
(A) that confirms in writing that it was appointed to act as, and currently services as, special servicer on a transaction level
basis on the closing date of a commercial mortgage-backed securities transaction with respect to which Moody’s rated one
or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s
and (B) with respect to which Moody’s has not cited servicing concerns of such replacement special servicer as the sole or
a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial mortgage-backed securities transaction
serviced by the replacement special servicer prior to the time of determination, and (viii) is currently acting as a special servicer
in a transaction rated by DBRS and has not been publicly cited by DBRS as having servicing concerns as the sole or a 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 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the
loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for
the Mortgaged Property as determined using an Appraisal; (vii) comply as


 






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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 by the Directing Certificateholder (so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded DCH Loan); (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, 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).


 


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


 


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


 






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“Rating Agency”:
Each of DBRS, Fitch 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 DBRS, 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 product of (A) the Non-Sponsor Retained Percentage
and (B) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the
Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not
otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to
any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than
(ii) the then-aggregate Certificate Balance of the Principal Balance Certificates (other than the Vertical RR Interest) after
giving effect to distributions of principal on such Distribution Date.


 


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


 


“Registered Certificates”:
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 and Class C Certificates.


 


“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 E, Class F, Class
G, Class X-A, Class X-B, Class X-D Certificates and the Vertical RR Interest.


 


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


 






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


 


	
        Related Certificates
	 	
        Related Lower-Tier Regular Interest 

	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 E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG Uncertificated Interest
	Vertical RR Interest	 	LVRR Uncertificated Interest


 


 






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“Relevant Servicing Criteria”:
The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto. For clarification purposes,
multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Trustee, the Certificate Administrator, 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 Wilmington Trust, National Association, as Trustee, for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series
2018-C43, 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.


 


“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


 






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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 “Aggregate Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to 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 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


 






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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
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


 






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


 


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


 


“Retained Defeasance Rights
and Obligations”: As defined in Section 3.18(i).


 


“Retained Fee Rate”:
A rate equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“Retained Interest Safekeeping
Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding the Horizontal Risk
Retention Certificates and the Vertical RR Interest, which account(s) shall be deemed to be owned (i) with respect to the Horizontal
Risk Retention Certificates, by the Holder(s) of the Horizontal Risk Retention Certificates, and (ii) with respect to the Vertical
RR Interest, by the Holder(s) of the Vertical RR Interest.


 


“Retaining Party”:
Each of (i) the Vertical Retaining Parties and (ii) the Third Party Purchaser, acting as Holder of the Horizontal Risk Retention
Certificates, and any successor holder of all or part of the Horizontal Risk Retention Certificates.


 


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


 


“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.


 


“Rialto”: Rialto
Mortgage Finance, LLC, a Delaware limited liability company, or its successor in interest.


 


“Risk Retention Affiliate”
or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated with”,
as such terms are defined in 12 C.F.R. 43.2 of the Risk Retention Rules.


 


“Risk Retention Consultation
Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50% of the Vertical
RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time. The Depositor shall promptly
provide the name and contact information for the initial Risk Retention Consultation


 






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


 


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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


“S&P”: S&P
Global Ratings, 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 nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 






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


 


“Scheduled Principal Distribution
Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions of the
following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date
(and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor
as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the
related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the
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, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), on the page relating to this transaction.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Serviced Companion Loan”:
A Companion Loan that is part of a Serviced Whole Loan.


 


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


 


“Serviced Companion Noteholder”:
Any holder of record of any Serviced Companion Loan.


 


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


 


“Serviced Mortgage Loan”:
A Mortgage Loan that is part of a Serviced Whole Loan.


 


“Serviced Pari Passu Companion
Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan.


 


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


 


“Serviced Pari Passu Companion
Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class
of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu Mortgage
Loan”: Each Mortgage Loan that is part of a Serviced Pari Passu Whole Loan. The table and footnotes under the heading
“Whole Loans” in the Preliminary Statement hereto identify the Serviced Pari Passu Whole Loans related to the Trust
as of the Closing Date.


 


“Serviced Pari Passu Whole
Loan”: A Pari Passu Whole Loan that is a Serviced 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.


 






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


 


“Serviced Whole Loan”:
A Whole Loan that is serviced and administered pursuant to this Agreement. As of the Closing Date, each Whole Loan identified as
a “Serviced Whole Loan” or “Servicing Shift Whole Loan” under the heading “Whole Loan Type”
in the Preliminary Statement hereto is a Serviced Whole Loan. After the related Servicing Shift Date, the Servicing Shift Whole
Loan will cease to be a Serviced Whole Loan.


 


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


 


“Serviced Whole Loan Remittance
Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance date (or
equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance date (or equivalent concept)
is so specified in the related Intercreditor Agreement, then the earlier of (A) one (1) Business Day after the Determination
Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month
is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), provided,
however, that such Serviced Whole Loan Remittance Date under this clause (ii) shall not be earlier than two (2) Business
Days following the date the Master Servicer receives the related Periodic Payment with respect to such Serviced Whole Loan.


 


“Servicer Termination Event”:
As defined in Section 7.01(a).


 


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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan, 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


 






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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 AA hereto.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any REO Loan, the
fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee Rate”:
With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal
to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes, in
each such case, the rate at which applicable master, primary and sub-servicing fees accrue (other than in respect of a Non-Serviced
Mortgage Loan, with respect to which the primary and sub-servicing fees are included in the related Non-Servicing Primary Servicing
Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same
manner in which interest is calculated in respect of such loans (provided, however, that with respect to any Servicing Shift Mortgage
Loan on or after the applicable related Servicing Shift Date, the Servicing Fee Rate shall be reduced by the related Non-Serviced
Primary Servicing Fee Rate), (ii) each Serviced Pari Passu Companion Loan (other than a Pari Passu Companion Loan that is
part of a Servicing Shift Whole Loan), 0.0025% per annum, and (iii) in the case of each Serviced Pari Passu Companion Loan
that is part of a Servicing Shift Whole Loan, a per annum rate equal to the “Non-Serviced Primary Servicing Fee Rate”
in the table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto, in each case computed
on the basis of the Stated Principal Balance of the related Serviced Pari Passu Companion Loan in the same manner in which interest
is calculated in respect of such loan.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office, retail,


 






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industrial or warehouse property, a copy of
all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that
the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports
that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing Function Participant”:
Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address the Servicing
Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance
as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that
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 GG hereto. Exhibit GG shall be updated and provided
to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


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


 


“Servicing Shift Control Note”:
With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of indebtedness and/or
agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any amendments or modifications,
or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will cause servicing
to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor Agreement for such
Servicing Shift Whole Loan. The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto
identify the Servicing Shift Control Note for each Servicing Shift Whole Loan.


 


“Servicing Shift Date”:
With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control Note is included in a Non-Serviced
Trust, provided that the holder of such Servicing Shift Control Note provides each of the parties to this


 






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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 Control 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. Each of the respective dates on which each of the Servicing Shift
Control Notes is included in a securitization trust is a Servicing Shift Date related to the Trust (subject to the proviso in the
immediately preceding sentence).


 


“Servicing Shift Mortgage
Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.


 


“Servicing Shift Whole Loan”:
Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a 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 Control Note on the
related Servicing Shift Date. The table and footnotes under the heading “Whole Loans” in the Preliminary Statement
hereto identify the Servicing Shift Whole Loans related to the Trust.


 


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


 


“Servicing Transfer Event”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion Loan, the occurrence
of any of the following events:


 


(i)       the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer,
on or before the due date of such Balloon Payment, documentation (and the Master Servicer shall be required to promptly forward
such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does not
occur before the expiration of the time period for refinancing or sale specified in such documentation or (y) the Master Servicer
is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect
of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing or sale, a Servicing Transfer
Event will occur immediately); or


 


(ii)      the
related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other than
a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for
sixty (60) days; or


 






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(iii)       the
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Control Termination
Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Consultation Termination Event
has occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the
foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which
the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives
from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded DCH Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination
Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an
Excluded DCH Loan), unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon
Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days
beyond the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered, on or prior to the date of the
Balloon Payment, documentation reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and
the Master Servicer or the Special Servicer, as applicable, shall promptly forward such documentation to the Special Servicer or
Master Servicer, as applicable, and the Directing Certificateholder) which provides that a refinancing of such Mortgage Loan or
sale of the related Mortgaged Property will occur within 120 days following the date on which such Balloon Payment will become
due, the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written
determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard
and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Consultation Termination
Event has occurred and is continuing), that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments
prior to such a refinancing or sale or (B) such refinancing or sale is not likely to occur within 120 days following
the date on which such Balloon Payment will become due); or


 






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(iv)      there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such default has been waived in accordance with Section 3.07 or 3.18) under the related Mortgage Loan documents,
other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment
of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing
Certificateholder (other than with respect to an Excluded DCH Loan), unless a Control Termination Event has occurred and is continuing
or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder
(other than with respect to an Excluded DCH Loan), unless a Consultation Termination Event has occurred and is continuing), materially
impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially
and adversely affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder(s)), which default has continued unremedied for the applicable cure period under the terms of such
Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


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


 


(vii)     the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


(viii)    the
Master Servicer or the Special Servicer, as applicable, shall have received notice of the commencement of foreclosure or similar
proceedings with respect to the corresponding Mortgaged Property; or


 


(ix)       the
Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded DCH Loan), unless a Control Termination Event has occurred and is continuing) determines
that (i) a default (including, in the Master


 






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Servicer’s or the Special Servicer’s judgment, the failure of the
related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such
default has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan documents
(other than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will
materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion
Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu
Companion Loan Holder) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms
of the Mortgage Loan documents, or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;


 


provided that any Mortgage Loan (excluding any
Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan so long
as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a Specially
Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage Loan becomes
a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect to a Non-Serviced
Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced PSA.


 


“Significant Obligor”:
As defined in Section 11.16.


 


“Significant Obligor NOI Quarterly
Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year),
the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the date on which financial
statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class E, Class F and Class G Certificates; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-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 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).


 






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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 each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan by loan basis,
(a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any
REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan; and
(b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than (i) $3,500 or (ii) with
respect to any Specially Serviced Loan with respect to which the Risk Retention Consultation Party is entitled to consult with
the Special Servicer, $5,000, in each case, in any given month, then the Special Servicing Fee Rate for such month for such Specially
Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to such amount
set forth in (i) or (ii), as applicable, for such month with respect to such Specially Serviced Loan or REO Loan.


 


“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


 






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occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


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


 


(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.


 


“Subject Loans”:
As defined in Section 12.02(b).


 


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


 


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


 






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“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 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 (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or
Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as
a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


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


 


“Termination Purchase Amount”:
The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in the Trust, (2)
the appraised value of the Trust’s portion of all REO Properties then included in the Trust (which fair market value for
any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by
the Special Servicer and approved by the Master Servicer and the Controlling Class and (3) if the Mortgaged Property secures a
Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced


 






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PSA, the pro rata portion of the
fair market value of the related property, as determined by the related Non-Serviced Master Servicer in accordance with clause
(2) above.


 


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


 


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


 


“Transaction Parties”:
As defined in Section 5.03(t).


 


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


 


“Transfer Restriction Period”:


 


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


 


(b)       With
respect to the Horizontal Risk Retention Certificates, the period from the Closing Date to the earlier of: (a) the latest of (i)
the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal
Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates
as of the Closing Date; and (iii) two years after the Closing Date; (b) the date on which all of the Mortgage Loans have been defeased
in accordance with §246.7(b)(8)(i) of the Risk Retention Rules and (c) the date on which the Risk Retention Rules have been
effectively abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the
Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to
the Trust.


 


“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. For the avoidance of doubt, the Transferable Servicing Interest
with respect to each Mortgage Loan is zero.


 


 






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


 


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


 


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


 


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


 


“Trust”: The trust
created hereby and to be administered hereunder. The Trust shall be named “Wells Fargo Commercial Mortgage Trust 2018-C43”.


 


“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), the Vertical Retained Certificate
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Vertical Retained Certificate Gain-on-Sale Reserve
Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income,
as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the
rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.


 






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“Trust-Related Litigation”:
As defined in Section 3.32.


 


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


 


“Trustee”: Wilmington
Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest, or any successor
trustee appointed as herein provided.


 


“Trustee Fee”: The
fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as
part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”: The Uniform
Commercial Code, as enacted in each applicable state.


 


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Wells Fargo Securities, LLC, Barclays Capital Inc. 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 pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections
on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled Principal Distribution
Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a) all Principal
Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all Liquidation
Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and
other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable, REO Revenues
received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in each case only
to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant
to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


 






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


 


“Upper-Tier REMIC Distribution
Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by
the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C43,
Commercial Mortgage Pass-Through Certificates, Series 2018-C43, 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).


 


“Vertical Retained Certificate
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Vertical Retained
Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Vertical Retained Certificate Gain-on-Sale
Remittance Amount transferred from the applicable sub-account of the Vertical Retained Certificate Gain-on-Sale Reserve Account
to the Collection Account for such Distribution Date pursuant to Section 4.01(f).


 


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


 


“Vertical Retained Certificate
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of
the Holders of the Vertical RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, Vertical Retained Certificate
Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 






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


 


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


 


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


 


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


 


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


 


“Vertical Retained Percentage”:
2.35%.


 


“Vertical Retaining Party”:
Each of Wells Fargo Bank, National Association and Barclays Bank PLC, acting as Holders of the Vertical RR Interest, and any successor
Holder of all or part of the Vertical RR Interest.


 


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


 






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


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates (other than the Vertical RR Interest),
a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely
in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Allocated 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), the Operating
Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Allocated Cumulative Appraisal Reduction Amounts allocated
to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates (other than the Vertical RR
Interest), determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates
shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. None of
the Class R Certificates, the Class V Certificates or the Vertical RR Interest will be entitled to any Voting Rights.


 


“Weighted Average Net Mortgage
Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the Mortgage
Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted on the basis of
their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received
during any applicable Grace Period).


 


“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.


 






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“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”: A
mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the same Mortgaged Property.
The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the Whole Loans
related to the Trust. 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 Periodic Payments under its modified terms, would then
constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such
Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date,
if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest
thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That
any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”: The
fee paid to the 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.


 


“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 borrower
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.


 






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


 


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


 


(ii)      Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)     Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any
distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a) or Section 4.01(b),
as applicable, and Section 4.01(c) (b) any Realized Losses or Vertical Retained Certificate Realized Losses, as
applicable, allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date pursuant to
Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon)
that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal
Distribution Amount or the Vertical Retained Certificate Principal Distribution Amount, as applicable, which recoveries are allocated
to such Class of Principal Balance Certificates on the immediately preceding Distribution Date and added to the Certificate Balance
pursuant to Section 4.04(a).


 


(iv)     Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the 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.


 






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(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate
Companion Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion
Loans in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loans.


 


[End of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.  (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust,
appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for
the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and
interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including any security interest therein
for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2,
3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements
and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, BSPRT Finance and BSPRT; (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


 






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Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Vertical Retained
Certificate Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Vertical Retained Certificate
Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including
any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s
interest therein); (xii) the Lower-Tier Regular Interests; (xiii) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent not covered by clause (ii) above); and (xiv) the proceeds of the foregoing (other
than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations with respect to
the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest
due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before
the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in March 2018 but have their first Due Date
in April 2018, any interest amounts relating to the period prior to the Cut-off Date; (iv) any Retained Defeasance Rights and
Obligations with respect to the Mortgage Loans for which BSPRT Finance is the related Mortgage Loan Seller; and (v) any Retained
Defeasance Rights and Obligations with respect to the Mortgage Loans for which Rialto is the related Mortgage Loan Seller. 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 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 and Section
19 of the Mortgage Loan Purchase Agreement between the Depositor, BSPRT Finance and BSPRT, it is intended that the Trustee get
the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and
the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection
therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in
clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has
been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition
of “Mortgage File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder
of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of
the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement
(other than amounts from reserve accounts and originals of letters of credit, which shall be transferred to the 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


 






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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 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as
of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed
to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument
(certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered
to the Custodian on or before the date set forth herein, and either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company,
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”,
to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon,
is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not
to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office
or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot,
deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence
of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that
such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such
non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or
instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s
office or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording)
is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be
liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing
or recording, if applicable) any one of


 






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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 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 letters
of credit referred to in clause (xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller
shall deliver the original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells
Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller
to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof
to the Custodian indicating that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate
from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall
be delivered to the Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred to in the
previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust
in


 






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accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller
shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related
Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian
within forty-five (45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan
Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to
draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer
in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended
in order that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)       Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all
such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of
a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s
expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the
related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information)
cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or
UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or
a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its
designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery
of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the
related Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its
agent shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days
after receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements
of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled,
as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related
Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case
may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon
receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date,
the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so
advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request


 






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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 each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business
Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and 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.


 






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(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 secured by the Mortgaged Properties identified as Mortgage Loan Numbers 18, 21, 24, 33, 37 and 38
on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the
related franchisor (with a copy of such notice or request to the 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
any such replacement comfort letter (or new document or acknowledgement, as applicable) within 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 Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor certifying that the
electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information required
under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with
the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)       Within
two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File and any Initial Schedule
AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus in Excel format to the Master Servicer
via electronic email to ssreports@wellsfargo.com.


 


(j)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing
Shift Whole Loan, (1) instruments of


 






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assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement
(other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the
Servicing Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced
PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180
days after the Closing 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 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 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 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 Date, the Person selling the related Servicing
Shift Control Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing,
which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents
relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing Shift Mortgage
Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a)
is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related
to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to
cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related
Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or
Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer
to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow
Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage
File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


Section 2.02     Acceptance
by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian
on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse claim, of
the applicable documents specified in clause (i) of the definition of “Mortgage File” with respect to
each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders
and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit of the
Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause
the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with
a signed lost note affidavit and appropriate indemnity and shall thereby be


 






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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 DCH 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 have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage
Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master 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 (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct.


 






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(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 DCH 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
Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied
to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the 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


 






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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 or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in
a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)       If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the 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


 






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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 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 Master Servicer, 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


 






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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 Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43
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
Master Servicer, 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, Operating Advisor, Asset Representations Reviewer or
the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In the event that a Mortgage Loan is
repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer shall promptly notify the
Depositor of such repurchase or replacement.


 


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


 


(i)       The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


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


 






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


 


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


 


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


 


(b)      After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery
of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage,
the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and
(y) receipt of notice of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial
Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own
expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to
this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable),
at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
for such affected Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the
second anniversary of the Closing Date) and pay the 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


 






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Seller has commenced
and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan
Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period
(such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or
substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be
permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller
shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a
copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating
Advisor and (with respect to any Mortgage Loan other than an Excluded DCH 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, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the
end of such Extended Cure Period, that such Material Defect is still in effect solely because of its failure to have received the
recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions
being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage)
shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable
Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted
by wire transfer to the 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 Enforcing Servicer, on behalf of the Trust (and,
with respect to any Mortgage Loan other than an Excluded DCH Loan or a Servicing Shift Mortgage Loan, in either case, with the
consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (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.
The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such
Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to the


 






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Asset Review of such Mortgage
Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall
serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect
in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the
affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual
agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust, provided
that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the
Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the
affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may
not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced Whole
Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect under
each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the Non-Serviced Companion
Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that the foregoing shall not apply
to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If any Breach that constitutes a Material
Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for 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. 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


 






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substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer
to the Master Servicer who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement,
a delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to)
the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt
notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual
knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure
to provide notice (as required by the terms of the applicable Mortgage Loan Purchase Agreement or this Agreement) prevented the
Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise curable. Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage Loan Purchase
Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the
related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in
the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release
in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition
of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note,
unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be
regular on its face; (ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on
its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy
of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for
recordation; (iii) the absence from the Mortgage File of the item called for by clause (viii) of the definition
of “Mortgage File”; (iv) the absence


 






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from the Mortgage File of any intervening assignments required to create
a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy
of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related
Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (v) the
absence from the Mortgage File of any required letter of credit; or (vi) with respect to any related leasehold Mortgage Loan,
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in sub-clauses (ii) through (vi) of
this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under
the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the
custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a
binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered 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


 






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Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage
Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)       Section 5
of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the limitations
on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders, the 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 such form, to such extent and at
such time as the Master Servicer or the Special Servicer, as applicable, would require were it, in its individual capacity, the
owner of the affected Mortgage Loan(s). 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 or the Requesting Certificateholder, 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 the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the
related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion
of such enforcement action it is determined that the amounts described in clauses first and second are insufficient,
then pursuant to Section 3.05(a)(viii) herein out of general 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


 






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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 Enforcing Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion
in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in
the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated 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 related
Mortgage Loan Seller may 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.


 






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(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required or elects 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. The Enforcing
Servicer shall then promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other
party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect
to a Certificateholder Repurchase Request.


 


(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 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 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


 






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preclude the Enforcing Servicer from exercising any
of its 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. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, 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 and other material, 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), and if
applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer shall
send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at
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), indicating the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”). The Certificate
Administrator will be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate
Owners by posting such notice on the Certificate Administrator’s Website. The Proposed Course of Action Notice shall include
(a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed
Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice
within thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day period will
not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action,
the Enforcing Servicer shall be compelled to follow (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 set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute
Resolution Election Notices (c) a statement that the 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


 






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(e) instructions for the responding Certificateholders
to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within
fifteen (15) 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 and
clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from the 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 the Certificateholders’ 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. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or
any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to
exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder (other than the Holder of the Vertical RR Interest, in its capacity as the Holder of an
Vertical RR Interest) 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 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 (including
non-binding arbitration) or arbitration. In the event (a) the Enforcing Servicer’s initial Proposed Course of Action indicated
a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder or Certificate
Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also received
responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course
of Action indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration, such additional
responses from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices
supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority of responding
Certificateholders.


 


(ii)       If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so
delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or
Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer as


 






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the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from
(a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (in each
case, other than of the Vertical RR Interest, in its capacity as a Holder of an Vertical RR Interest) (each of clauses (a)
and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims
underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later
than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)        If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) 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


 






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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 delivered to the Enforcing Servicer,
and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the
Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase
Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence
litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)     For
the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their
respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled to be an Initial
Requesting Certificateholder or a Requesting Certificateholder or 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 herein.


 


(ix)       Subject
to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)        The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
within thirty (30) days of 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.


 






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(ii)       The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


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


 


(iv)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)       The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)       Out
of pocket costs and expenses of the 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.


 


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


 


(i)        The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller within thirty (30) days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


 


(ii)        The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of
at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 






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


 


(iv)       After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil
Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing
motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and
in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have
the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause
is shown that such additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of
any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan
Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


 






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(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 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


 






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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 the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)       In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)       Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.


 


Section 2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files
and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it
of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery,
(i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC,
receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class
LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section
2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has
caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused
the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the


 






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Regular Certificates and the
Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized
Denominations and such Certificates evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the
Class R Certificates, the Class LR Interest and the Class UR Interest) and (v) the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class V Certificates and has caused the Certificate Registrar to execute and cause the
Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges
the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their
respective portions of the Grantor Trust.


 


Section 2.05     Creation
of the Grantor Trust. The portions of the Trust consisting of (i) the Vertical RR Interest Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Vertical RR Interest and (ii) the Class V Specific Grantor
Trust Assets, undivided beneficial ownership of which will be represented by the Class V Certificates shall be treated as
a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01     Administration
of the Mortgage Loans, the Serviced Companion Loans, and REO Properties.  (a) Each of the Master Servicer and the
Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any Serviced
Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as
provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case
of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the 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


 






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same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios
and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case
may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may
be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced
Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of 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, as applicable, 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, Companion Loan, mezzanine loan, or subordinate debt relating
to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer,
as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement
for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others
of (a) 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


 






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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 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 the Master Servicer, shall not have
any responsibility for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties under this
Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the performance
by the Master Servicer, in its capacity as the Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the
terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan and any
related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect
the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect
of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After
notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or 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


 






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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 (and, if applicable,
each REO Property) 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 Section 3.08, Section 3.18 and Section 6.08, any and all modifications,
waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or
of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings
to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any
reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the
Trustee shall (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


 






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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 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 each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


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


 


(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after
the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage
Loan Seller pursuant to


 






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the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage
Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as
titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the
beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for
each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or the 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.


 


(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, with respect to any Serviced
Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances of
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(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 (including, without limitation,
costs and expenses of litigation and of enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) 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 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-


 






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Serviced Intercreditor Agreement and Non-Serviced PSA. In the event of any conflict between this Agreement
and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(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)       In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan), upon
the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer (if
such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a Specially
Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that
such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such
Other Securitization.


 


(o)       For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator


 






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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, by any Mortgaged Property), accept deposits from or 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) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided, that with respect to each ARD Loan,
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 in connection with any delinquent payment
on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period
of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that
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


 






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Directing Certificateholder shall have
no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded DCH Loan.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and unpaid
interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


 


third, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default
interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of
the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of principal of
such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance);


 






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fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not
been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth, as a recovery
of amounts to be currently allocated to the payment of, or, to the extent required under the Mortgage Loan Documents, 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


 






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Non-Serviced Companion
Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced
Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order;
provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with
respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement
and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and
interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses with
respect to such Mortgage Loan;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i)  accrued and unpaid interest
(exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to
time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any
allocations pursuant to clause fifth below or clause fifth of the prior paragraph on earlier
dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i) of this clause third
that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal
Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no
P&I Advance was made;


 

fourth, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of principal of
such Mortgage Loan to the extent of its entire unpaid principal balance;


 


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

 






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related Appraisal
Reduction Amounts and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not
been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


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


 


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


 






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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 the Certificate Administrator 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 Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed
to limit the provisions of Section 3.02(a).


 


(e)       With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow funds
or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the 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 Date, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced
Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating
that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master
Servicer to remit to the 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


 






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related to a Serviced Whole Loan shall be held
for the benefit of the Certificateholders and the related Serviced Companion Noteholders collectively, but this shall not be construed
to modify the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited
from a Servicing Account may be made only 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 related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan,
shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments
and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The 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 related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each
related Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by
the 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


 






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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 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. The Special Servicer shall deliver to the Master Servicer
a 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


 






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(5) Business Days of the written request therefor pursuant to the
preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.
Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer
of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement
be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and
accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon
at the Reimbursement Rate, at the same 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,
but such determination shall not 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 Whole Loan, if made, or any outstanding Servicing
Advance with respect to a Serviced Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master
Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within
two (2) Business Days of the date of such determination. 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


 






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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 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


 






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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
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 Gain-on-Sale Reserve Account, the Vertical Retained Certificate Gain-on-Sale Reserve
Account and the Excess Interest Distribution 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 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;


 






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(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);


 


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


 


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


 


(vi)       any
amounts required to be deposited by 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


 






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therein, it may at any time withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors on Specially
Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of the foregoing
amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance
with this Section 3.04(a), provided, that to the extent any of the foregoing amounts are received after 2:00
p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts
within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the
Master Servicer within two (2) Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with
respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check
to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of
the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection
Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the
Closing Date, the Collection Account shall be located at the offices of Wells Fargo 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, the Gain-on-Sale Reserve Account and the Vertical Retained Certificate Gain-on-Sale Reserve Account
in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (ii) the Upper-Tier
REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates),
and (iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V Certificates and the
Vertical RR Interest. 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 Aggregate 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 Aggregate Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to
withdrawals of funds pursuant to Section 3.05(a)(ii).


 


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


 






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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 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 Gain-on-Sale Reserve Account, the Vertical Retained Certificate Gain-on-Sale Reserve
Account, the Excess Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account,
which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts required
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, 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);


 






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(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 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(a), Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the Gain-on-Sale
Reserve Account, the Vertical Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested
for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such
funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the
Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder
that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which
will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall
not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by
the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust
2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 as their interests may appear”, or in the name of
any


 






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successor trustee, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer
or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all income and gain
realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be
for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income
from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the
Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required to
be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On the Closing Date, the Depositor
shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the Legal
Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 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
“WFCM 2018-C43 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund, either
Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income
tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of the Legal Fee
Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall
have no responsibility in connection therewith.


 


The Certificate Administrator shall
have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.


 


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


 






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


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or the Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V Certificates and the Vertical RR Interest, which account
shall be an asset of the Grantor Trust, but shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the 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 Excess Interest to Holders of the Class V Certificates and the Vertical RR Interest, as applicable, on the
first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


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


 


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


 






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Companion Loan
in connection with such sale and remit such funds to the Master Servicer on the later of (x) the date that is on or prior to each
Determination Date or (y) two (2) Business Days after such amounts are received and property identified and determined to be available,
along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report. On the related
Remittance Date (or with respect to a Serviced Companion Loan, on the Business Day preceding the related Serviced Whole Loan Remittance
Date), the Master Servicer shall remit such funds to the Certificate Administrator, who shall (i) deposit the Non-Sponsor Retained
Percentage of such funds into the Gain-on-Sale Reserve Account and (ii) deposit the Vertical Retained Percentage of such funds
into the Vertical Retained Certificate Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related
Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent
for deposit into the Companion Distribution Account.


 


(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Sponsor Retained Percentage of such funds for
deposit into the Gain-on-Sale Reserve Account and (ii) the Vertical Retained Percentage of such funds for deposit into the
Vertical Retained Certificate 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 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, 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


 






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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 Wells Fargo Bank, National Association if Wells
Fargo 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 (provided that, in the case of such payment relating to a Serviced Whole
Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole
Loan, first, from any related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari
passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance with their respective
outstanding principal balances) and then out of general collections on the Mortgage Loans and REO Properties, (C) to
pay the Operating Advisor (or the 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


 






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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 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 with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the 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


 






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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 case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating
to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection 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 AB Subordinate Companion Loan, the foregoing with respect to
Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans or 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) 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


 






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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 Section 4.03(d) and Section 3.11(d), (b) any unreimbursed Servicing Advances (including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 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 Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and any
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 the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the 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 the applicable Mortgage Loan Seller’s obligations under Section 4
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and
Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall


 






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be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any
related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion 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 case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion 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


 






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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,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion 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), Section 3.14(b),
3.15(b), 3.18(b), 3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(f)
to the extent payable out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a)
or Section 13.01(c) in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer,
which amendment is in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO
Extension contemplated by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced
Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 






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(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 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.


 






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


 


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, as applicable.


 


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


 


(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(b);


 


(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


 






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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);


 


(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;


 


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


 


(ix)       termination
of this Agreement pursuant to Section 9.01.


 


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


 


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


 


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


 


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


 


(e)       [RESERVED].


 


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


 






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Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii)
and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the
event that amounts on deposit in the Collection 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 Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(iv),
Section 3.05(a)(v) and Section 3.05(a)(vi) then reimbursements shall be paid first to the Certificate
Administrator and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and
then to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that, (1) with
respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such
Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master
Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date) transfer such Loss
of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to 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 or Vertical Retained Certificate Realized Losses, as applicable, that are attributable to
such Mortgage Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of
Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share,


 






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based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or
Vertical Retained Certificate Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property,
as the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related
to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection 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, REO Account and Loss of Value Reserve Fund. (a) The Master Servicer may direct any depository
institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of
this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution
maintaining the REO Account and Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one
or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later
than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon
and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the 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, 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, such Companion Distribution Account, such Servicing Accounts, such
Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated security,”
as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other
property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable
law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section
8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as the case may


 






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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 P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). 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, 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


 






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qualifications set forth in the definition of Eligible Account at the time such investment
was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior
to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07     Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) 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, 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 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) or if the Trustee does not have an insurable interest. If the Mortgagor does not so
maintain such insurance coverage or the Mortgaged Property is an REO Property, 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 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) (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 DCH Loan, with the consent of the Directing Certificateholder,
(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, and other than with respect to any Excluded DCH Loan, after consultation with the Directing
Certificateholder, and (iii) with respect to any Specially Serviced Loan (which, for the sake of clarity, shall not include an
REO Loan or REO Property) other than an Excluded RRCP Loan, after consultation by the Special Servicer with the Risk Retention
Consultation Party (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a
related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) by the Master Servicer
(with respect to the


 






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Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the
Special Servicer (with respect to REO Property 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 (with respect
to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan); provided, however,
that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, 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 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 (with respect to a Non-Specially Serviced Loan) or the Special
Servicer (with respect to a Specially Serviced Loan) (i) unless a Control Termination Event has occurred and is continuing
and other than with respect to any Excluded DCH Loan, with the consent of the Directing Certificateholder, (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, and other than with respect to any Excluded DCH Loan, after consultation with the Directing Certificateholder, and (iii)
with respect to any Specially Serviced Loan (which, for the sake of clarity, shall not include an REO Loan or REO Property) other
than an Excluded RRCP Loan, after consultation with the Risk Retention Consultation Party (or, in each case, with respect to any
Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of
the Serviced AB Whole Loan Controlling Holder), 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 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 DCH Loan, with the consent of the Directing Certificateholder, (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, and other than
with respect to any Excluded DCH Loan, after consultation with the Directing Certificateholder, and (iii) with respect to any
Specially Serviced Loan (which, for the sake of clarity, shall not include an REO Loan or REO Property) other than an Excluded
RRCP Loan, after consultation with the Risk Retention Consultation Party (or, in each case, with respect to any Serviced AB Whole
Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole
Loan Controlling Holder)), that such insurance is not available at commercially reasonable rates or that the Trustee does not
have an insurable interest, in which case the Master Servicer shall be entitled to


 






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


 






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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) 
notify the Special Servicer if it has knowledge that any insurance policy for a Mortgaged Property securing a Specially Serviced
Loan 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. In addition, upon the written request
of the Risk Retention Consultation Party with respect to any individual triggering event, the Special Servicer will be required
to consult on a non-binding basis pursuant to Section 6.08(a) with the Risk Retention Consultation Party (only with
respect to a Specially Serviced Loan and other than with respect to any Excluded RRCP Loan) within the same time period as it would
obtain consent of, or consult with, the Directing Certificateholder in connection with any such determination by the Special Servicer
of an Acceptable Insurance Default. If the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer
(with respect to a Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is not an Acceptable
Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with
the Servicing Standard to cause such insurance to be maintained. The Master Servicer and the Special Servicer (with respect to
the Special Servicer, at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.
The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in determining whether
Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust
or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the Master Servicer or the Special Servicer is evaluating the availability of such insurance or waiting
for a response from the Directing Certificateholder or the holder of any Companion Loan or to consult with the Risk Retention Consultation
Party, 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.


 


(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


 






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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 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.


 






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(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering 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 will promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(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 will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by 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) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, 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.


 






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(f)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


(g)       Notwithstanding
anything to the contrary in this Section 3.07, 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 and “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.


 


Section 3.08     Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its
terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then, for so long as such Mortgage Loan or related Serviced
Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced Loan as
to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or the Special
Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision),
on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage
Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer,
consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that (i) other than
with respect to a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage
Loan is not an Excluded DCH Loan, no Control Termination Event shall have occurred and be continuing and the matter involves a
Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer
to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage
Loan is not an Excluded DCH Loan, a Control Termination Event shall have occurred and be continuing and no Consultation Termination
Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder if
and to the extent required pursuant to Section 6.08(a), (C) after the occurrence and during the continuance of an Operating
Advisor Control Termination Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a) and (D) if such Mortgage Loan is not an 


 






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Excluded RRCP Loan and (x) such Mortgage
Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the Special Servicer
shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a)
(provided that in the case of clause (A), clause (B), clause (C) and clause (D)
such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the
request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the
Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
Operating Advisor or the Risk Retention Consultation Party, as applicable, and reasonably available to the Special Servicer in
order to grant or withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage Loan (x) with
a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal
to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage
Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor
(or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master
Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided, however,
that with respect to sub-clauses (y) and (z) of this sub-clause (ii), such Mortgage Loan shall
also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding
anything herein to the contrary, with respect to any Excluded DCH 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 the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


In connection with any request for
a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may be, shall
(if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, 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


 






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Special Servicer (with respect to all Specially Serviced Loans), on
behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions
have been satisfied.


 


(b)       As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such Mortgage Loan or related Serviced
Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced Loan and
as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or the Special
Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision),
on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage
Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation
of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such
rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii) of
the definition thereof, (A) if such Mortgage Loan is not an Excluded DCH Loan, no Control Termination Event shall have occurred
and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder
shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a),
(B) if such Mortgage Loan is not an Excluded DCH Loan, a Control Termination Event shall have occurred and be continuing,
and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a), (C) after the occurrence and
during the continuance of an Operating Advisor Control Termination Event, the Special Servicer shall have consulted with the Operating
Advisor if and to the extent required pursuant to Section 6.08(a) and (D) if such Mortgage Loan is not an Excluded
RRCP Loan and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and
be continuing, the Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required
by Section 6.08(a) (provided that in the case of clause (A), clause (B), clause (C)
and clause (D) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable,
if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days
after receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the
Directing Certificateholder, Operating Advisor or the Risk Retention Consultation Party, as applicable, and reasonably available
to the Special Servicer in order to


 






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grant or withhold such consent or conduct such consultation), and (ii) the Master Servicer
or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than
or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85%
(including any existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal
amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has
a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A),
(B), (C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal
Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the
contrary, with respect to any Excluded DCH 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 the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any request for
a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(b), the Special Servicer or the Master Servicer, 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 Special Servicer shall use reasonable efforts to make the related Mortgagor
bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor
shall be advanced as a Servicing Advance.


 


If any Mortgage Loan or related Companion
Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,
provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion
is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Companion
Loan is being serviced under this Agreement, the 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.


 






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Upon receiving a request for any matter
described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiii) of the definition of Master
Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer
Decision pursuant to clause (xiii) or clause (xiv) of the definition thereof, the Master Servicer shall promptly
forward such request to the Special Servicer and the Special Servicer will be required to process such request (including, without
limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer will have no further
obligation with respect to such request or due-on-sale or due-on-encumbrance. The Master Servicer shall continue to cooperate with
the Special Servicer by delivering to the Special Servicer any additional information in the Master Servicer’s possession
requested by the Special Servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause. The Master Servicer shall not be permitted to process any request relating to such consent or waiver with respect to a
“due-on-sale” or “due-on-encumbrance” clause (other than any transfers or assumptions provided for
in clause (xiii) of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance”
clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xiv) of the
definition thereof) and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis
with respect to any such request.


 


(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), Section 3.08(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 Section 3.08(b) to each other and to the 17g-5 Information Provider with respect
to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or Section 3.08(b) and shall forward thereto a copy of such agreement.


 


(e)       [RESERVED].


 


(f)       For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section 3.08(a)


 






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through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall be made without (w) (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded DCH Loan,
the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and pursuant
to the process described under Section 6.08(a), (x) (i) after the occurrence and during the continuance of
a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other
than with respect to any Excluded DCH Loan, after having consulted with the Directing Certificateholder if and to the extent required
pursuant to Section 6.08(a), (y) after the occurrence and during the continuance of an Operating Advisor Control Termination
Event, after having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a)
or (z) other than with respect to any Excluded RRCP Loan and (i) with respect to any Specially Serviced Loan, or (ii) after the
occurrence and during the continuance of a Consultation Termination Event, after having consulted with the Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a).


 


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


 


Section 3.09     Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related to a Serviced
Whole Loan or a Mortgage Loan with mezzanine debt, the 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, Section 3.24, subject to the Directing
Certificateholder’s, Operating Advisor’s and the Risk Retention Consultation Party’s respective rights pursuant
to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the 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


 






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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 a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined
by the 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 bids 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 bidding at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is
authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of
which shall be paid by the Master Servicer as a Servicing Advance.


 


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


 


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


 


(ii)       the
Special Servicer 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, 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


 






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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.


 


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. The Special Servicer 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 ((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)


 






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and (B) other than with respect to any
Excluded DCH Loan), with the consent of the Directing Certificateholder and ((A) prior to the occurrence and continuance of a Consultation
Termination Event, and with respect to Specially Serviced Loans that are not Excluded RRCP Loans and (B) after the occurrence and
during the continuance of a Consultation Termination Event and with respect to any Mortgage Loan other than an Excluded RRCP Loan),
after consultation with the Risk Retention Consultation Party, in each case, pursuant to Section 6.08(a), 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 and the Risk Retention Consultation Party ((A)
in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and
other than with respect to any Excluded DCH Loan and (B) in the case of the Risk Retention Consultation Party, other than with
respect to an Excluded RRCP 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 Certificates entitled to a majority
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 DCH Loan), the Risk Retention Consultation Party (other than any Excluded
RRCP 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


 






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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 DCH Loan), the Risk Retention Consultation Party (other than with respect to any Excluded
RRCP Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


Section 3.10     Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the 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


 






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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 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,


 






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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 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 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 (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement) that are Master Servicer Decisions; provided that if any such matter involves a Major Decision,
then the Master Servicer will be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application
fees and other similar items received on any Non-Specially Serviced Loans 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) that are Master Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance of doubt,
any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled
to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than
assumption application and defeasance fees) 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) relating to Master Servicer Decisions; provided that
if any such matter involves a Major Decision, then the Master Servicer will be entitled to 50% of such assumption, waiver, consent
and earnout fees and other similar fees, and only to the extent that all amounts then due and payable with respect to the related
Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. 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 or Specially
Serviced Loan) any charges for beneficiary statements and demand charges actually paid by the related Mortgagors to the extent
such beneficiary statements or demand charges were prepared by the Master Servicer, 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


 






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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.


 


Notwithstanding anything herein to
the contrary, Wells Fargo 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 Wells Fargo Bank, National Association
as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the
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 Wells Fargo Bank, National Association
as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


A Liquidation Fee will be payable to
the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) with respect to which the Master
Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance and Condemnation Proceeds or (ii) Loss
of Value Payments (including with respect to the related Companion Loan, if applicable).


 


(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


 






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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. For
the sake of clarity, nothing herein is intended to limit the Special Servicer’s right to share a portion of such compensation
with the Directing Certificateholder after it is received nor to imply that there may not be more than one Special Servicer appointed
under this Agreement; provided that no one Mortgage Loan may be serviced by more than one Special Servicer at any time.
The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)       Additional
servicing compensation in the following form 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 a Mortgagor and shall not be required to be deposited in the Collection
Account pursuant to Section 3.04(a): (i) 100% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect
to Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Specially Serviced
Loans and 100% of assumption application fees and other similar items on any Non-Specially Serviced Loans for which the Special
Servicer is processing the underlying assumption-related transaction that is a Major Decision, (iii) 100% of waiver, consent
and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with
this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced
Loans, (iv) 50% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Non-Specially
Serviced Loan to the extent the matter involves a Major Decision and (v) 50% of all assumption, waiver, consent and earnout
fees received with respect to any Non-Specially Serviced Loan to the extent that the matter involves a Major Decision. 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) any charges for beneficiary statements and
demand charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were 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 the
Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor for
and retain


 






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as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees
in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents,
and only to the extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for
so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout
Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced
by the Excess Modification Fee Amount; provided, 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) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in
full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected
Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special
Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or
resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan.
If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event
of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor
had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan
as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer shall not be
entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any Workout Fees after termination
for cause. A Liquidation Fee will be payable to the Special Servicer with respect to (a) each Non-Specially Serviced Loan with
respect to which the Special Servicer acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced
Mortgage Loan) and (c) each REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds or 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.


 






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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 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.


 


For the avoidance of doubt, with respect
to any fee split (other than a fee split with respect to Penalty Charges) between the Master Servicer and the Special Servicer
pursuant to the terms of this Agreement, the Master Servicer and the Special Servicer shall each have the right, but not any obligation,
to reduce or elect not to charge its respective percentage interest in any such fee; provided, however that (x) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any
fee due to the other and (y) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or
elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee will
not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides
not to charge any fee (other than Penalty Charges), the Special Servicer shall still be entitled to charge the portion of the related
fee the Special Servicer would have been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not
be entitled to any percentage interest of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides
not to charge any fee (other than Penalty Charges), the Master Servicer shall still be entitled to charge the portion of the related
fee the Master Servicer would have been entitled to if the Special Servicer had charged a fee and the Special Servicer shall not
be entitled to any percentage interest 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


 






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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 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. If the Special
Servicer has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced
Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such
Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions
of such Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially waived any Penalty
Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the
related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro
rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each
would otherwise have been entitled. 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 applicable Servicing Shift 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 applicable Servicing Shift Date, no
other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole
Loan is still a Specially Serviced Loan on the applicable Servicing Shift 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.


 






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(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 Day 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, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two 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; Delivery of Reports.  (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


 






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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, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related
AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections. The 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 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, 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 DCH Loan 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
Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded DCH Loan that is a Specially
Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event, 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).


 


(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


 






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related Mortgage 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, as
applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt
thereof, but in no event, in the case of annual statements, later than June 30 of each year, commencing in 2019 for the 2018
calendar year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer
or the Special Servicer, as the case may be, shall deliver or make available electronic copies of such items to the Certificate
Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of
any portion of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver or make available additional
copies of the requested items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and REO Property:


 


(i)       Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days
of receipt of such quarterly operating statement for the quarter ending June 30, 2018, 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 or REO Property unless
such Mortgaged Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than
a Non-Serviced Mortgage Loan) is on the CREFC® Servicer Watch List). Promptly following the initial preparation
and each material revision thereof, the Special Servicer shall deliver to the Master Servicer (in electronic format) each CREFC®
Operating Statement Analysis Report with respect to Specially Serviced Loans and REO Properties, along with the related operating
statements. 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


 






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Certificateholder and the related Companion Holder
(with respect to any Serviced Companion Loan).


 


(ii)       Within
forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information
is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results
as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing
within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2018,
a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the
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 Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver
or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related
operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion
Loan) and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5
Information Provider’s Website.


 


(c)       At
or before 12:00 p.m. (New York City time) on each Determination Date, 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) 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 April 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 with respect to the Mortgage Loans: (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


 






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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 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
April 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 April 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, if provided for such Distribution Date. In no event shall any
report described in this subsection be required to reflect information that has not been collected by or delivered to the 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) on each P&I Advance Date, beginning in April 2018, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR Compatible Format provided, however, that the Master Servicer
shall have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Depositor has delivered the
items required pursuant to Section 2.01(i). If the Certificate Administrator does not receive such CREFC®
Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall immediately
request such CREFC® Schedule AL File from the Master Servicer via email at ssreports@wellsfargo.com and send a copy
of such request to the Depositor via email to CRRCompliance@wellsfargo.com. In preparing the CREFC® Schedule AL
File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification,
the 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, any Initial Schedule AL Additional File and Annex A-1 to
the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver
any related Schedule AL Additional File in EDGAR Compatible Format. 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


 






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


 


(e)       The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(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 or make available 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


 






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


 


Section 3.13     Access
to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided to
the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder
that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of
the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal
or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder
of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and
the Trust within its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer
or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information
as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted
to require payment (other than from the Directing 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


 






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Mortgage Loan documents or would constitute a waiver of
the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer
or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines,
in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable
law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage
Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust
or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or the Special Servicer
may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders with
respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation set
forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the 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,


 






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in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


 


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


 


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


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by 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;


 


(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; and


 


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


 


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


 






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(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);


 


(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; and


 


(E)       the
CREFC® Appraisal Reduction Template;


 


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


 


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


 


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


 


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


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of 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;


 






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


 


(J)       any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


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


 


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


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to 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 (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist
due solely to the existence of an Excluded DCH Loan, the Certificate Administrator will only be required to make available such
notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
Termination Event to the extent the Certificate Administrator has been notified of such Excluded DCH Loan);


 


(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; and


 


(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;


 






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(V)       any
Proposed Course of Action Notice;


 


(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


 


(viii)  the
“Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance by the Retaining
Sponsor with the Risk Retention Rules and (B) any noncompliance by the Third Party Purchaser or a successor third party purchaser
with the applicable provisions of the Risk Retention Rules;


 


provided that with respect to
a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded
Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of such event if
it has been notified of or has knowledge of the existence of such Excluded Loan.


 


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


 


In the event that 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, the Retaining Sponsor will be required to send a written notice of such non-compliance to the Certificate Administrator
who will post such notice on its website under the “Risk Retention Special Notices” tab.


 


In the event that the Retaining Sponsor
determines that a Vertical Retaining Party no longer complies with the provisions of the Risk Retention Rule, the Retaining Sponsor
will be required to send a written notice of such non-compliance to the Certificate Administrator who will post such notice on
its website under the “Risk Retention Special Notices” tab.


 


The Certificate Administrator shall,
in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than financial market publishers) 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.


 


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


 






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(i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a Borrower Party
shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general
public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s
Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person
becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer or the Special 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, such 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 in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) hereto from
the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling
Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a
Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the
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 in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic
form) to access the information on the


 






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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 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, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its 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.


 






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To the extent the Risk Retention Consultation
Party or a Holder of an Vertical RR Interest receives access pursuant to this Agreement to any information solely related to a
Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status
Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any
Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding
such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant
to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Trustee,
the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other
Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information,
such Risk Retention Consultation Party or Holder of a Vertical RR Interest shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel
of such Risk Retention Consultation Party or Holder of a Vertical RR Interest or any of its Affiliates involved in the management
of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above. For the avoidance of doubt, (i) any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded RRCP Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level and (ii) the covenants and restrictions in this paragraph
are not applicable to Wells Fargo Bank, National Association, acting solely in its capacity as Master Servicer or Certificate Administrator.


 


The Certificate Administrator makes
no representation or warranty as to the accuracy or completeness of any report, document or other information made available on
its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing access
to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 






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(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 “WFCM 2018-C43” 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);


 


(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;


 






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(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. The 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event
that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider
may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such
information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such
information was not produced by the Certificate Administrator or the 17g-5 Information 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 “WFCM 2018-C43” in the subject line).


 






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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
provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s Website in respect
of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under
this Agreement that such information was received and that it has been posted.


 


Any information required to be delivered
to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2018-C43” 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. The Master Servicer or the Special Servicer, as applicable, shall not send any such information directly to the
Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and


 






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BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics, MBS Data LLC and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information
shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such
third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)       Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any
Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons
who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the
“Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information
is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in
accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this
Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without
limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of 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 or the Special Servicer’s website, and (B) acknowledge that the Master
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the
Master Servicer and the Special Servicer may require 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


 






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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 or the Risk Retention Consultation
Party (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 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


 






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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 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


 






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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 (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are
received and properly identified 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(c), the Special Servicer shall provide the
Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as
applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination
Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)       The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15     Management
of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate
and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the
related Companion Holders 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


 






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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 applicable REO Account all revenues received by it with respect to each REO Property
and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to
such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including,
without limitation:


 


(i)       all
insurance premiums due and payable in respect of such REO Property;


 


(ii)       all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)       any
ground rents in respect of such REO Property, if applicable; and


 


(iv)       all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts on deposit
in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer
in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary
for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor,
the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage Loan other than an Excluded DCH
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:


 






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(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;


 


(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.


 






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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 Section 3.15(a) and Section 3.15(b).


 


Section 3.16     Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially
Serviced Loan, the 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 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


 






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Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the extent
permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced
Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell ((i) with the consent of the
Directing Certificateholder if no Control Termination Event has occurred and is continuing and (ii) after consulting with the Risk
Retention Consultation Party, in each case, provided such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party)
such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best
interests of the Certificateholders and, subject to the terms of the related Intercreditor Agreement (and provided that the related
Non-Serviced Special Servicer will not be entitled to a liquidation fee), the Special Servicer will be entitled to the liquidation
fee that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Directing Certificateholder (other than with respect to any Excluded DCH Loan) and the Risk Retention Consultation
Party (other than with respect to any Excluded RRCP Loan) not less than ten (10) days’ prior written notice of its intention
to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase
the Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price
for the Defaulted Loan.


 


(iv)       (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price 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 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 9 months), among
other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee
shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at
least two other offers are received from independent third parties. In determining whether any offer received from an Interested
Person represents a fair price


 






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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 must (at the expense of the Interested Person) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans
similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third
party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.
The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will not engage
a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The 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 ((i) with respect to any
Mortgage Loan other than an Excluded DCH Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing), (ii) with respect to any Mortgage Loan other than an Excluded RRCP Loan, in consultation
with the Risk Retention Consultation Party, and (iii) in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).
In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the Special Servicer if it
determines, in its reasonable judgment consistent 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 


 






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REO Property related to
a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the
related Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely
to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided
that the offeror is not the 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)
(A) 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,
the Directing Certificateholder and the Risk Retention Consultation Party ((A) in the case of the Directing Certificateholder and
the Risk Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan as to such party and (B) in
the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event), not
less than ten (10) days’ prior written notice of its intention to (i) purchase any REO Property at the Purchase
Price therefor (including a calculation of the Purchase Price) or (ii) sell any REO Property, in which case the Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of
the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act as
broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that
does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into
at arm’s length.


 


(B)       In
the absence of any such offer as set forth in sub-clause (A) 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


 






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greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the
Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(C)       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.


 


(D)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees 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.


 






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(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
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 or the Trustee
shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect to the
purchase price therefor accepted by the 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 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 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


 






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offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan,
the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with
respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the 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, with respect to each Serviced AB Whole Loan, pursuant
to the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.
If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer
be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)       Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be
on a servicing released basis.


 


(g)       In
the event the 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


 






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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 Serviced Companion Noteholder any reports or notices
required to be delivered to such Serviced Companion Noteholder 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, with respect
to any Mortgage Loan other than an Excluded DCH 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
during the one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer
or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end
of such collection period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement
of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal portion of general
collections on 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


 






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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(c) or to comply with the terms of this Section 3.17(c)
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such 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 Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as 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(c) or for any losses, damages or other
adverse economic or other effects that may


 






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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 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 and, with respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to
the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or
to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement),
the Special Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Loan and/or related Companion Loan
that would constitute a Major Decision without (w) prior to the occurrence and continuance of a Control Termination Event and
other than with respect to any Excluded DCH Loan, the consent (or deemed consent) of the Directing Certificateholder having been
obtained by the Special Servicer to the extent required by, and pursuant to the process described under,


 






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Section 6.08(a),
(x) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, the Special Servicer having consulted
with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a), (y) after the occurrence
and during the continuance of an Operating Advisor Control Termination Event, the Special Servicer having consulted with the Operating
Advisor if and to the extent required pursuant to Section 6.08(a) and (z) (i) prior to the occurrence and continuance
of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded RRCP Loan and (ii) after
the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an
Excluded RRCP Loan, the Special Servicer having consulted with the Risk Retention Consultation Party if and to the extent required
pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and
(ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest,
the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend
the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the
original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan
is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Special Servicer
shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder
(other than with respect to any Excluded DCH Loan and prior to the occurrence and continuance of a Consultation Termination Event)
and the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan and (ii) in the case of the Directing
Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event), with an Opinion of Counsel (at
the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted
to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(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, (x) prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded DCH Loan, obtain the consent (or deemed consent) of
the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, consult
with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with
respect to any Specially Serviced Loan other than an Excluded RRCP Loan and (ii) after the occurrence and during the continuance
of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded RRCP Loan, consult with the Risk
Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a). Notwithstanding the
foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to,
such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with
respect to Non-Specially Serviced Loans, without the consent of the


 






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Special Servicer or the Directing Certificateholder, may modify
or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity
or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if
permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the 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 prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with
respect thereto).


 


Upon receiving a request for any matter
described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process
such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master
Servicer shall have no further obligation with respect to such request or the Major Decision. The Master Servicer will deliver
to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer
relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision and shall not be required
to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any 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


 






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release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the 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 such Specially Serviced Loan other than an Excluded DCH 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 such Specially Serviced Loan other than an Excluded RRCP Loan, upon consultation with the Risk Retention Consultation Party
as provided in Section 6.08, and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related
Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt,
the rights of the related mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such
modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor
agreement, as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent
set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights,
and the Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further,
that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained
an Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding
anything herein to the contrary, with respect to any Excluded DCH 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 the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i) the release
of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien
of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any
portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents
require the 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


 






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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,
((A) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan,
with the consent of the Directing Certificateholder and (B) to the extent such modification, waiver or amendment extending the
maturity date constitutes a Major Decision, other with respect to any Excluded RRCP Loan, after consultation with the Risk Retention
Consultation Party, in either case pursuant to Section 6.08), 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.


 


(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), Section 3.08(b) and this
Section 3.18 if such matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a),
Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision)
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


 






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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 (x) any Trust REMIC to fail to qualify as a REMIC for purposes
of the Code or (y) any Trust REMIC to be subject to any tax under the REMIC Provisions. 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 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
(i) following the occurrence and continuance of a Consultation Termination Event and (ii) with respect to any Excluded
DCH Loan), the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan), the applicable Companion
Holder (unless, with respect to a Subordinate Companion Holder, 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, the
Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of
any modification, waiver or amendment (in each


 






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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, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event
and other than with respect to an Excluded DCH Loan), the Risk Retention Consultation Party (other than with respect to an Excluded
RRCP Loan), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, 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, the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5
Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master
Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart
of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days)
following the execution thereof, with a copy to the applicable Companion Holder, if any. 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 or Class V Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring
additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or
consent pursuant to Section 3.18(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 incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional
Disclosure Notification in the form attached hereto as Exhibit EE. 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 KK 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.


 






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(h)          Subject
to the consent rights and process 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 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 $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off
Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten 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


 






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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 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 Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans for which BSPRT Finance or Rialto is the applicable Mortgage Loan Seller
and that are subject to defeasance (other than, with respect to Rialto, the Mortgage Loan identified on the Mortgage Loan
Schedule as Loan No. 39 (M2i Retail)), 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 for which BSPRT Finance or Rialto, as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan
provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall
provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to BSPRT
Finance or Rialto, as applicable. 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
as to which BSPRT Finance or Rialto, as applicable, is the related Mortgage Loan Seller shall be delivered to the related
Mortgage Loan Seller. With respect to any such 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.


 






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(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 “Aggregate Available Funds” and not
as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or
366 days in the case of a leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as 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 largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any 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.


 


(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement,
the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the
definition of Master Servicer Decision), Risk Retention Consultation Party consultation or the






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Special Servicer’s approval
or consent (provided that, after completion, the Master Servicer delivers notice thereof to the Special Servicer and, prior
to the occurrence and continuance of a Consultation Termination Event and other than in respect of any Excluded DCH Loan, the Directing
Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies
the Master Servicer that such party does not desire to receive notice of such items) take any of the following actions with respect
to Non-Specially Serviced Loans (each such action, a “Master Servicer Decision”): (i) grant waivers of
non-material covenant defaults (other than financial covenants), including late (but not waived) financial statements except that
(other than with respect to any Excluded DCH Loan, and prior to the occurrence and continuance of a Control Termination Event)
the Directing Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more than three consecutive
late deliveries of financial statements; (ii) consents to releases of non-material, non-income producing parcels of a Mortgaged
Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the related Mortgagor
to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by the related Mortgage
Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation for utilities,
access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements, except
that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded DCH Loan,
the Directing Certificateholder’s consent (or deemed consent) shall be required to approve or consent to grants of easements
or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments
with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine approvals, including granting
of subordination, non-disturbance and attornment agreements and consents involving leasing activities (other than for ground leases)
(provided that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any
Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for leasing activities
that affect an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property),
including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation
of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a Control Termination Event and other
than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation
that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change in property management relating
to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided that,
prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded DCH Loan, the
Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage Loan (including any related
Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000); (vii) approve annual operating
budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any letters
of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that (other than
with respect to any Excluded DCH Loan and prior to the


 






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occurrence and continuance of a Control Termination Event) the Directing
Certificateholder’s consent (or deemed consent) shall be required for earnout or performance reserve releases specifically
scheduled on Schedule 3 to this Agreement; (ix) grant any extension or enter into any forbearance with respect to the anticipated
refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as
(A) such extension or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related
Mortgagor has delivered documentation (which the Master Servicer shall promptly deliver to the Directing Certificateholder) reasonably
satisfactory in form and substance to the Master Servicer which provides that a refinancing of such Mortgage Loan or sale of the
related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due; (x) any
modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, except that (other than
with respect to any Excluded DCH Loan and other than with respect to amendments to split or resize notes consistent with the terms
of such Intercreditor Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required for any
such modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement other than during
a Control Termination Event, and if any modification or amendment would adversely impact the Special Servicer, such modification
or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness; (xi) any determination
of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination Event and other
than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
in accordance with the terms of this Agreement for any such determination; (xii) approve or consent to any defeasance of the
related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United States
would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan
or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xiii) any assumption of the Mortgage Loan
or transfer of the Mortgaged Property, in each case, that the loan documents allow without the consent of the mortgagee but subject
to satisfaction of conditions specified in the loan documents where no mortgagee discretion is necessary in order to determine
if such conditions are satisfied; and (xiv) grant or agree to any other waiver, modification, amendment and/or consent that
does not constitute a Major Decision; provided that (w) any such action would not in any way affect a payment term
of the Certificates, (x) any such action would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to
fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust
to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action
would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further,
that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall
be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master


 






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Servicer, in order to grant or withhold such consent; provided, further, that in the case
of any Master Servicer Decision that requires the consent of the Directing Certificateholder, 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 be entitled to consult with the Master Servicer on a non-binding basis (provided that if the
Directing Certificateholder fails to respond to a request for consultation within 10 Business Days after receipt of such request
for consultation (together with all information reasonably requested by the Directing Certificateholder, and reasonably available
to the Master Servicer, in order to so consult) from the Master Servicer, the Master Servicer shall have no further obligation
to consult with the Directing Certificateholder with respect to such Master Servicer Decision, provided, however, that the
failure of the Directing Certificateholder to respond will not relieve the Master Servicer from its obligation to consult with
the Directing Certificateholder on any future matters). The foregoing is intended to be an itemization of actions the Master Servicer
may take without having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master
Servicer hereunder.


 


(n)          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 DCH
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, 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


 






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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 DCH 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 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 ((i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan) the Directing Certificateholder
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.


 


(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 Master Servicer, the


 






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Directing
Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded DCH 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 Risk Retention Consultation Party (but only in respect of any
Mortgage Loan other than an Excluded RRCP Loan), the Operating Advisor (but, other than with respect to an Excluded DCH Loan,
only after the occurrence and 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))
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 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. 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”). 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. Further, the Certificate
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 otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or


 






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taken actions, and (C) the alternative courses of action that were or are being considered by the
Special Servicer in connection with the proposed or taken actions;


 


(v)         the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)         such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


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 (taking into account the pari passu
or subordinate nature of any Companion Loan), 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 DCH 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 during the continuance of a Consultation Termination Event and during an AB


 






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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 DCH 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 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 (taking into account the pari passu or subordinate nature
of any Companion Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for
a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer
shall follow the direction of the Directing Certificateholder provided, such direction would be consistent with the
Servicing Standard; provided, however, that if the Directing Certificateholder’s direction would cause
the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of
Asset Status Report; and 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 Certificateholder Approval
Process”. Prior to the occurrence of 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 Certificateholder 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 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 DCH 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 DCH Loan which 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


 






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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 DCH 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 if no Consultation Termination Event has occurred
and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder) in connection
with the Special Servicer’s preparation of any Asset Status Report. 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 if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder),
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)). Promptly upon determining
whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the
Directing Certificateholder, the 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 DCH 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 DCH Loan) and, after the occurrence and during the
continuance of


 






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an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the Special Servicer and propose
alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence and continuance
of a Consultation Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder (other
than in its capacity as a Certificateholder) 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, upon it becoming a Specially Serviced Loan pursuant
to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over
any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth
in the related Intercreditor Agreement.


 


(e)          (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of
Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the 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 use its reasonable efforts to comply with the preceding sentence
within five (5) Business Days of the occurrence of each such event.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, 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 (other than any Excluded DCH Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final
Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing
Certificateholder). With respect


 






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to any Mortgage Loan other than an Excluded DCH 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 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 (taking
into account the pari passu or subordinate nature of any Companion Loan), 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 which 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 Serviced AB Whole Loan Controlling Holder in accordance with the
related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver
in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)          No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or 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


 






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the benefit of the Certificateholders
and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee,
the Operating Advisor, the Certificate Administrator, the Master 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 Administrator
or the Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling
and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or
obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items
required for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting
items required under any other pooling and servicing agreement that the Depositor is a party to; and (x) provides that such Sub-Servicing
Agreement shall be terminable if at any time the related Sub-Servicer is a Risk Retention Affilate of 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 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


 






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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 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 or Special Servicer, as applicable, shall,
subject to the terms of the related Sub-Servicing Agreement, have the right to remove a Sub-Servicer retained by it at any time
it considers removal to be in the best interests of the Certificateholders.


 



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(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 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


 






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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 which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded DCH Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


(j)          None
of the Master Servicer or any Additional Servicer 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). Notwithstanding
the preceding sentence, the Master Servicer, absent actual knowledge to the contrary, may conclusively rely upon a representation
of any Sub-Servicer that such Sub-Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. Notwithstanding the
two preceding sentences, or anything herein to the contrary, it is acknowledged that no Initial Sub-Servicer is a Risk Retention
Affiliate of the Third Party Purchaser as of the Closing Date. If at any time the Master Servicer obtains actual knowledge that
a Sub-Servicer it has entered into a Sub-Servicing Agreement with, is a servicer as contemplated by Item 1108(a)(2) and a Risk
Retention Affiliate of the Third Party Purchaser, the Master Servicer shall terminate such Sub-Servicer in accordance with the
related 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 Due Date occurring in the month preceding the month in which the P&I
Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect
thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld
Amounts”).


 


(b)          On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22      Directing
Certificateholder and Operating Advisor Contact with Master Servicer and 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


 






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Termination Event and (ii) other than with respect to any Excluded DCH Loan) and (b) upon the occurrence
and during the continuance of any Operating Advisor Consultation 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 and the Risk Retention Consultation Party; Certain Rights and Powers of
Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling Class Certificateholder is hereby
deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
(other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the 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 the Loan-Specific Directing Certificateholder) shall execute and deliver a certification substantially
in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder
(other than any Loan-Specific Directing Certificateholder), any successor directing certificateholder shall also deliver a certification
substantially in the form of Exhibit P-1G to this Agreement to the parties specified on such form prior to being recognized
as the new Directing Certificateholder.


 


On the Closing Date, the initial Risk
Retention Consultation Party shall execute and deliver a certification substantially in the form of Exhibit P-1H to this
Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor risk retention consultation
party shall also deliver a certification substantially in the form of Exhibit P-1H to this Agreement to the parties specified
on such form prior to being recognized as the new Risk Retention Consultation Party.


 


(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 such 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 writing, of
the resignation of such 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


 






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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. Additionally, once a Risk Retention Consultation
Party 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 Holders of the Vertical RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate
Balance, or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Holder of the Vertical RR Interest, in writing, of the selection
of a new Risk Retention Consultation Party along with contact information for such new Risk Retention Consultation Party.


 


(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, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(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 any such 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 Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate


 






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Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, (A)
KKR Real Estate Credit Opportunity Partners Aggregator I L.P. shall be the initial Directing Certificateholder (but not the Loan-Specific
Directing Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs and is continuing, and (b) Wells Fargo Bank, National Association shall be the initial
Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement.


 


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 and the Risk Retention
Consultation Party.


 


(f)          If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)          Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling Class or
the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of the
Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more other
Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling
Class Certificateholder; provided that no Loan-Specific Directing Certificateholder shall have any such liability) for having so
acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder
for having so acted.


 


Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation
Party may act solely in the interests of the Holders of the Vertical RR Interest; (iii) the Risk Retention Consultation Party does
not have any liability or duties to the Holders of any Class of Certificates other than the Vertical RR Interest; (iv) the Risk
Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including the Vertical
RR Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of a Vertical RR Interest) for having so acted as set forth in
clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk


 






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Retention
Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so
acted.


 


(h)         All
requirements of 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, the Risk Retention Consultation Party and any Serviced
AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)          The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)          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.


 


In the event that a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a))
to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination Event
has occurred due to the


 






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reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original Certificate
Balance thereof.”


 


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 that an Operating Advisor
Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the Control Eligible Certificates
to 25% or below of their aggregate Original Certificate Balance, taking into account the application of any Cumulative Appraisal
Reduction Amounts, such special notice shall state: “An Operating Advisor Consultation Event has occurred because the aggregate
Certificate Balance of the Control Eligible Certificates to 25% or below of their aggregate Original Certificate Balance.”


 


With respect to any Mortgage Loan determined
to be an Excluded DCH Loan, none of the Directing Certificateholder or any Controlling Class Certificateholder shall have any consent
or consultation rights with respect to the servicing of such Excluded DCH Loan and a Control Termination Event and Consultation
Termination Event shall be deemed to have occurred with respect to such Excluded DCH Loan. Likewise, with respect to any Mortgage
Loan determined to be an Excluded RRCP Loan, none of the Risk Retention Consultation Party or the Holders of the Vertical RR Interest
shall have any consent or consultation rights with respect to the servicing of such Excluded RRCP Loan.


 


Section 3.24      Intercreditor
Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being
serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related
Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in
accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related 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. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any Serviced Whole Loan Controlling Holder will have the right to replace the


 






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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 or consult with a new Risk Retention Consultation Party 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 or a new Risk Retention Consultation Party.


 


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or
the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this
Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)          With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to


 






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the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the 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 (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to
the extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to such related Companion Holder by the 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 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)          Each
Serviced Pari Passu Companion Loan 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.


 



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(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)          To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section 3.25      Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this
Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to
the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a
manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be
through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency
Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such
request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


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
replacement master servicer or special servicer has been appointed and currently serves as a master servicer or a special servicer,
as applicable, on a transaction-level basis on a commercial


 






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mortgage-backed securities transaction currently rated by Moody’s
that currently has securities outstanding and for which Moody’s has not cited servicing concerns with respect to such replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a 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 replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special
servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS has not publicly cited servicing concerns with respect to
the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement master servicer or
special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency.


 


Any Rating Agency Confirmation request
made by the Master 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.


 






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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 and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the
Special Servicer with respect to Major Decisions relating to any Mortgage Loan, (ii) all reports by the Special Servicer made
available to Privileged Persons that are posted on the Certificate Administrator’s Website and that are relevant to the
Operating Advisor’s obligations hereunder and (iii) each Asset Status Report (after the occurrence and during the continuance
of an Operating Advisor Consultation Event) and (iv) 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 shall have no obligation or responsibility at any time to review the actions of the Master
Servicer for compliance with the Servicing Standard.


 


(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), 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 by the Special Servicer, and (iii) after the occurrence and
continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package provided
to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but only if any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or
if an Operating Advisor Consultation Event occurred during the prior calendar year) deliver to the Certificate Administrator and
the 17g-5 Information Provider within one hundred twenty (120) days of the end of the prior calendar year, 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


 






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occurrence and continuance of an Operating
Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year
on an “asset level basis” and identifying (1) which, if any, standards with which 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 report on instances of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.
Subject to the restrictions in this Agreement, including, without limitation, 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. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the
term “asset-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution
and/or liquidation of Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation
Event, also with respect to Major Decisions on non-Specially Serviced Loans), 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, Asset
Status Report, Major Decision Reporting Package and other information delivered to the Operating Advisor by the Special Servicer
(other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information)
pursuant to this Agreement.


 


(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


 






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of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)          Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will forward
any Cumulative Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take
any affirmative action with respect to such Cumulative Appraisal Reduction Amount calculations and/or net present value calculations
(except that if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor
will be required to notify the Special Servicer and the Directing Certificateholder of such error).


 


(e)          (i)
With respect to any Mortgage Loan (other than a Non-Serviced 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 an 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 calculated
by the Special Servicer, (ii) Collateral Deficiency Amounts calculated by the Special Servicer or (iii) net present value
in accordance with Section 1.02(iv) calculated by the Special Servicer, the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after
preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt
of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations
and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection
with any such calculation.


 


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Cumulative Appraisal Reduction 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


 






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calculation, the Operating Advisor and
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
Cumulative Appraisal Reduction Amount that is in the Master Servicer’s possession or 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 Excluded DCH Loan) and a related AB Control Appraisal Period.


 


(f)          Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review shall 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 specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property
management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this
Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to
the Operating Advisor’s review of net present value and Cumulative Appraisal Reduction Amount 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 and Cumulative Appraisal Reduction Amount calculation.


 


(g)          The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary
to


 






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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 from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder (with
respect to any Mortgage Loan other than a Non-Serviced Whole Loan or any Excluded DCH 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 employees performing operating advisor functions for such Other Securitizations shall not be imputed to the employees of
the Operating Advisor involved in this securitization. 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 4.06(b).


 


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage Loan
and each Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor shall be entitled
to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section 6.04(b),
such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each
successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


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


 






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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 the Special Servicer, as
applicable, would use to collect any borrower-paid fees not specified in the Mortgage Loan documents owed to it, and, 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: (i) any Non-Serviced Whole Loan or any related
REO Property, or (ii) any Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal
Period and a Control Termination Event; provided, further, that the Operating Advisor shall not be entitled to an
Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan or Servicing Shift 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 aggregate Certificate Balance of all Classes of
Principal Balance Certificates (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 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 replace the Operating Advisor with the replacement Operating Advisor.


 


(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%


 






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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 (only if no Consultation Termination Event has occurred and is continuing), the Risk Retention Consultation
Party, any Companion Loan holder and the Certificateholders.


 


(l)          The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the
occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating
Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any
such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will
be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating
Advisor Termination Event prior to such waiver from the Trust.


 


(m)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted
if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request
for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, 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






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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 except with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)          Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the
Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(s)          The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall
appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing,
if the Trustee is unable to find a successor operating advisor within 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 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


 






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agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master 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 Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its
obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)          With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to
Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such
duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


 


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


 






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Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)          This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28 Serviced
Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced Companion Noteholder
Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer
instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is provided in writing
to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective name and
address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment
in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying Agent shall promptly
provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced Companion Noteholder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of doubt, any notices
or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder with
respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer
under the Other Pooling and Servicing Agreement.


 


Section 3.29      Certain
Matters Relating to the Whole Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable
Non-Serviced PSA, the 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






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efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)          In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, 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)         With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Major Decision” pursuant to
clause (xii) of the definition of such term or “Master Servicer Decision” pursuant to clause (x)
of the definition of such term, then the Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder
(and to the Master Servicer, if the Special Servicer is forwarding such communication), and the Master Servicer shall reasonably
cooperate


 






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with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be,
in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any
such case subject to and consistent with the related Intercreditor Agreement.


 


(i)          During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the 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 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 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. 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 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 Control Note has been or is being securitized on the related Servicing Shift 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”


 






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for the related Servicing Shift Whole Loan, to the related Non-Serviced Master
Servicer on the related Servicing Shift Date.


 


(k)          Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


(l)          With
respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified
in clause (B) of the definition of “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.


 


Section 3.30      [RESERVED].


 


Section 3.31      Resignation
Upon Prohibited Risk Retention Affiliation. 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 Risk Retention Affiliated with or a Risk Retention Affiliate
of the Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, Certificate
Administrator or the Trustee receiving written notice by any other party to this Agreement, the Third Party Purchaser, any Sponsor
or any Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator or the Trustee, as applicable, is
or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual
knowledge that it is or has become a Risk Retention Affiliate of the Third Party Purchaser or any other party to the Pooling and
Servicing Agreement (other than the Operating Advisor and Asset Representations Reviewer) (such Operating Advisor and Asset Representations
Reviewer, together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”), then,
in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors 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 shall bear all reasonable
out-of-pocket costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such
resignation as and to the extent required under this Agreement, provided however, if the affiliation causing an Impermissible
Risk Retention Affiliate is the result of 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 shall be an expense of the Trust.


 


Section 3.32      Litigation
Control. (a) The applicable Special Servicer shall, with respect to litigation involving Specially Serviced Loans, and the
applicable Master Servicer shall,


 






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with respect to
litigation involving Non-Specially Serviced Loans, and, in either case, if the applicable Special Servicer or the applicable Master
Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.04 of this
Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any
and all claims and litigation relating to (i) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan
documents and (ii) any action brought against the Trust or any party to this Agreement with respect to the servicing of any such
Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be
carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming
aware of or being named in any claim or litigation that falls within the scope of Litigation Control and is of a material nature
(“Trust-Related Litigation”), the applicable Special Servicer or the applicable Master Servicer shall promptly
notify the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and other than with
respect to any related Excluded Loan) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event) of such claim or litigation.


 


(b)          In
connection with any Trust-Related Litigation, the applicable Special Servicer or the applicable
Master Servicer, as applicable, shall submit any decision to commence any proceeding or similar action in a Trust-Related Litigation
or any decision to agree to or propose any terms of settlement in a Trust-Related Litigation to the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event and other than with respect to any related Excluded Loan)
for its approval or consent (or its deemed approval or deemed consent as provided below) and provide notice of any such decision
to the related Serviced Companion Noteholder if such matter affects the a Serviced Companion Loan. Subject to Section 3.32(e),
if and as applicable, the applicable Special Servicer or the applicable Master Servicer, as applicable, shall not take any action
implementing any such decision described in the preceding sentence unless and until it has notified in writing the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event and other than with respect to any related Excluded Loan)
and the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and other than with
respect to any related Excluded Loan) has not objected in writing within five (5) Business Days of receipt of such notice and receipt
of all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt
of such notice. If such written objection has not been received by the applicable Special Servicer or applicable Master Servicer,
as applicable, within such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking
of such action; provided that, if the applicable Special Servicer or applicable Master Servicer, as applicable, determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect
to a Serviced Whole Loan, the related Serviced Companion Noteholders, the applicable Special Servicer or applicable Master Servicer,
as applicable, may take such action without waiting for the Directing Certificateholder’s response; provided that the applicable
Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Directing Certificateholder has received
notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand
the Operating Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Section 3.23,
Section 3.26, Section 6.04 and Section 7.01, and the Operating Advisor shall not be required
to review the


 






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actions of the applicable Special Servicer with respect to the applicable Special Servicer’s Litigation Control
unless such review is otherwise related to the performance of the Operating Advisor’s duties, rights and obligations in respect
of a Final Asset Status Report and/or Asset Status Report.


 


(c)          Notwithstanding
anything contained herein to the contrary, with respect to any Trust-Related Litigation otherwise required to be exercised hereunder
by the applicable Master Servicer relating to a Mortgage Loan or Whole Loan (in each case, other than with respect to any Excluded
Loan with respect to which the Directing Certificateholder is a Borrower Party) that has either (i) been satisfied or paid in full,
or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the
required notice from the applicable Master Servicer set forth above that the applicable Master Servicer became aware of or was
named in any such claims or litigation, the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination
Event) may direct the applicable Master Servicer and the applicable Special Servicer in writing that such Litigation Control nevertheless
be exercised by the applicable Special Servicer; provided, however, that the applicable Special Servicer (with the consent of the
Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event)) has determined and advised
the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that its actions with respect to such
obligations are indemnifiable under Section 6.04 hereof, and accordingly, any loss, liability or expense (including
legal fees and expenses incurred up until such date of transfer of Litigation Control to the applicable Special Servicer) arising
from the related legal action or claim underlying such Litigation Control and not otherwise paid to the applicable Master Servicer
pursuant to Section 6.04 of this Agreement shall be payable by the Trust Fund; provided, further, so as long as the
Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or
claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Directing Certificateholder
shall be reimbursed up to the amount of compensation paid to the applicable Special Servicer for assuming and handling such Litigation
Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole.


 


(d)          Notwithstanding
the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Operating Advisor, the Certificate Administrator,
the Asset Representations Reviewer, any Master Servicer (if such party does not have Litigation Control) or any Special Servicer
(if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee,
the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, any Master Servicer (if such party does
not have Litigation Control) or any Special Servicer (if such party does not have Litigation Control) in their individual capacity,
the Trustee, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, any Master Servicer (if
such party does not have Litigation Control) or any Special Servicer (if such party does not have Litigation Control), as the case
may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer, as applicable (i.e., whichever
has Litigation Control), may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent
its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related
loan documents or otherwise






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relating to the servicing of a Mortgage Loan, Whole Loan or Mortgaged Property, neither the applicable
Master Servicer nor the applicable Special Servicer, as applicable, shall, without the prior written consent of the Trustee or
the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee
or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the
Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents
or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator
to be registered to do business in any state (provided that neither the applicable Master Servicer nor the applicable Special Servicer
shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to
grant such consent); and (iii) if any court finds that the Trustee, the Operating Advisor, the Certificate Administrator, the Asset
Representations Reviewer, any Master Servicer (if such party does not have Litigation Control) or any Special Servicer (if such
party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating
to or arising from this Agreement or any Mortgage Loan or Whole Loan, the Trustee, the Operating Advisor, the Certificate Administrator,
the Asset Representations Reviewer, any Master Servicer or any Special Servicer shall each have the right to retain counsel and
appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage
or prosecute such litigation or claim). Subject to the rights of the Directing Certificateholder under this Section 3.32,
nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer,
as applicable, from initiating any Litigation Control-related action, suit, litigation or proceeding in its name as a representative
of the Trust Fund.


 


(e)          Notwithstanding
anything herein to the contrary, no advice, direction, objection of, or consent given or withheld by the Directing Certificateholder,
Operating Advisor or Risk Retention Consultation Party shall (i) require or cause the applicable Special Servicer or the applicable
Master Servicer to violate any provision of any Mortgage Loan documents, any related Intercreditor Agreement, any related intercreditor,
co-lender or similar agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation, the applicable
Master Servicer’s or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard
and the related Mortgage Loan documents, and to maintain the REMIC status of any Trust REMIC, (ii) result in the imposition of
a tax on any Trust REMIC under the REMIC Provisions or cause any REMIC Pool to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes,
(iii) expose any Master Servicer, any Special Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the
Asset Representations Reviewer, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders,
partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification
to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of any Special
Servicer’s, any Master Servicer’s, the Certificate Administrator’s, the Asset Representations Reviewer’s,
the Trustee’s or the Operating Advisor’s responsibilities under this Agreement; and neither the applicable Special
Servicer nor the applicable Master Servicer shall follow any such advice, direction or objection if given by the Directing Certificateholder,
or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence.


 






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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 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 on account of it constituting Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information
in accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01      Distributions.
(a) Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests (other than the LVRR Uncertificated Interest), and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority: 


 



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(i)          first,
to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B and 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;


 


(ii)         second,
to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and 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;
(3) 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; (4) 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
have been reduced to zero; and (5) 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 Balance
of the Class A-SB Certificates has been reduced to zero and (II) on or after the Cross-Over Date, to the Class A-1, Class
A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata (based on their respective Certificate Balances) in an amount
equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1,
Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates is reduced to zero, without regard to the Class A-SB Planned Principal
Balance;


 


(iii)        third,
to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, first up to an amount equal
to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class) with, the
aggregate unreimbursed Realized Losses previously allocated to each such Class, then interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 






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(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;


 


(v)          fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 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 (or the portion thereof remaining after any distributions in respect of the Class A-1, Class
A-2, Class A-SB, Class A-3 and Class A-4 Certificates on such Distribution Date), until the outstanding Certificate Balance of
the Class A-S Certificates has been reduced to zero;


 


(vi)        sixth,
to the Holders of the Class A-S Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(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;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)        ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(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;


 


(xi)        eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class C
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)          twelfth,
to the Holders of the Class C Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 






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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;


 


(xiv)      fourteenth,
after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced to zero, to the Holders of the
Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A, Class B and Class C Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)        fifteenth,
to the Holders of the Class D Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then  interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(xvi)      sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates;


 


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


 


(xviii)    eighteenth,
to the Holders of the Class E Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(xix)       nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates;


 


(xx)        twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to
the Holders of the Class F Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class
D and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has
been reduced to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class,


 






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then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(xxii)      twenty-second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates;


 


(xxiii)     twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to
zero, to the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class
C, Class D, Class E and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
G Certificates has been reduced to zero;


 


(xxiv)    twenty-fourth,
to the Holders of the Class G Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class; and


 


(xxv)     twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with any Distribution
Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments
as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Aggregate 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)          Distributions
of Vertical Retained Certificate Available Funds. On each Distribution Date, to the extent of the Vertical Retained Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to the LVRR Uncertificated Interest, and immediately thereafter, shall make
distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to
the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 






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(i)          first,
to the Holders of the Vertical RR Interest, in respect of interest, up to an amount equal to the Vertical Retained Certificate
Interest Distribution Amount for such Distribution Date;


 


(ii)        second,
to the Holders of the Vertical RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Vertical Retained
Certificate Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Vertical
RR Interest has been reduced to zero; and


 


(iii)       third,
to the Holders of the Vertical RR Interest, up to an amount equal to the Vertical Retained Certificate Realized Loss Reimbursement
Amount for such Distribution Date, plus the Vertical Retained Certificate Realized Loss Interest Distribution Amount for such Distribution
Date;


 


provided, however, that
to the extent any Vertical Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account after applying
amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(c)          On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses or Vertical Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of principal
or reimbursement of Realized Losses or Vertical Retained Certificate Realized Losses, as applicable, actually distributable to
the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(b), Section 4.01(d),
Section 4.01(f) and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class
of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution
Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the
Interest Distribution Amount or Vertical Retained Certificate Interest Distribution Amount, as applicable, 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, 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, and (B) in the case of the LVRR Uncertificated Interest, the Vertical
Retained Certificate Interest Distribution Amount in respect of the Vertical RR Interest, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a
notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as
provided in Section 4.01(a) or Section 4.01(b), as applicable. Amounts distributable pursuant to this paragraph
are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to
be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal balance
of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto, as adjusted
for the






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allocation of Realized
Losses and Vertical Retained Certificate 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 shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains in the Lower-Tier
REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and distribution
of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to the Holders
of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate Available Funds for such
Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          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 or Vertical Retained Certificate
Realized Losses, as applicable (with interest as provided herein) and other amounts provided for in this Section 4.01.


 


(e)          Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any
Liquidation Fees 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 (net of
any Liquidation Fee or Workout Fee payable therefrom) in the following manner: (x)(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) the Non-Sponsor
Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such
Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such
Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to
all Principal Balance Certificates (other than the Vertical RR Interest) for that Distribution Date, (ii) to the Class X-A
Certificates, the excess, if any, of (A) the product of (I) the Non-Sponsor Retained Percentage of such Yield Maintenance
Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-1, Class A-2, Class A-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 all Principal Balance Certificates (other than the Vertical RR Interest) for that
Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1,
Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates as described above, and (iii) to the Class X-B Certificates, any
remaining portion of the Non-Sponsor Retained Percentage of such Yield Maintenance Charge or Prepayment Premium not distributed
as described above, and (y) to the Vertical RR Interest, the Vertical Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium.


 






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For purposes of the first paragraph
of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal
Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect
to any Class of Principal Balance Certificates (other than the Vertical RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the
related Distribution Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between
(i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under
no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than
or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the
related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater
than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then
the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the
prepayment.


 


For purposes of the preceding paragraph,
the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms
of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the 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, or 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, or 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 Master Servicer shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance Charge or Prepayment
Premium shall be distributed to the Holders of the Class X-D, Class E, Class F, Class G, Class V or Class R Certificates. After
the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D
Certificates have been reduced to zero, the Non-Sponsor Retained Percentage of all Yield Maintenance Charges and Prepayment Premiums
with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates and the Vertical Retained Percentage
of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Vertical
RR Interest.


 






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All distributions of Yield Maintenance
Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution Date pursuant
to this Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          On
each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the Principal Balance Certificates (other than the Vertical RR Interest) (in
order of their principal distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower
Tier Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed
after application of the Available Funds for such Distribution Date and (ii) withdraw amounts from the Vertical Retained Certificate
Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Holders of the Vertical RR Interest (first deeming
such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount equal to all Retained
Certificate Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Retained Certificate
Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account and the Vertical Retained Certificate
Gain-on-Sale Reserve Account shall not reduce the Certificate Balances of the Classes of Certificates receiving such distributions.
Any amounts remaining in the Gain-on-Sale Reserve Account and the Vertical Retained Certificate Gain-on-Sale Reserve Account after
such distributions shall be applied to offset future shortfalls and Realized Losses and Vertical Retained Certificate Realized
Losses, as applicable, with respect to the Principal Balance Certificates and related shortfalls and Realized Losses and Vertical
Retained Certificate Realized Losses, as applicable, in each case allocable to the Regular Certificates. Upon termination of the
Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Vertical Retained Certificate Gain-on-Sale Reserve Account
shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR
Interest.


 


(g)          All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in 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 or Vertical Retained Certificate Realized Losses, as applicable, previously allocated to
such Certificate) shall be made in like manner, but only upon presentation and surrender of such Certificate at the offices of
the


 






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Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with respect to a
Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as
agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or
the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.


 


(h)          Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses or Vertical Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates) will
be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination
Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format
to the effect that:


 


(i)          the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)          no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not
have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate


 






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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 or Vertical Retained Certificate Realized Losses, as applicable, previously allocated to the
Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b) or
Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest
and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized
Losses or Vertical Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates which has
since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall
be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution
to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)          On
each Distribution Date, any Excess Interest received during the related Collection Period shall be distributed from the Excess
Interest Distribution Account (i) to the Holders of the Class V Certificates in an amount equal to the Non-Sponsor Retained Percentage
of such Excess Interest and (ii) to the Holders of the Vertical RR Interest in an amount equal to the Vertical Retained Percentage
of such Excess Interest. Excess Interest will not be available to pay any other amounts except for distributions on Class V Certificates
and the Vertical RR Interest as set forth in the prior sentence.


 


(k)          On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)          to
pay to the Master Servicer for deposit into the Collection Account, as applicable, 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;


 






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(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 Noteholder Register on the related Record Date (or, if no such account so appears or information relating thereto is
not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address of
such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall be located
at a commercial bank in the United States.


 


On the final Remittance Date, 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


 






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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;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for
which the related Mortgagor is subject to oversight by a bankruptcy court;


 


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


 


(ix)         the
Available Funds and Vertical Retained Certificate Available Funds for such Distribution Date;


 


(x)          the
(A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Vertical Retained Certificate Interest
Distribution Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or Vertical Retained Certificate Interest Distribution
Amount, as applicable, for such Distribution Date allocated to such Class of Certificates;


 


(xi)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) in the case of the Class V Certificates and the Vertical RR Interest, Excess Interest and (C)  Prepayment Premiums;


 


(xii)       the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)      the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date,


 






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separately identifying any reduction therein as a result of the allocation of any Realized Loss or Vertical
Retained Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result
of allocations of Realized Losses or Vertical Retained Certificate Realized Losses, as applicable, in respect of the Principal
Balance Certificates (other than the Vertical RR Interest) and the Vertical RR Interest, respectively, to date;


 


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


 


(xvi)      the
amount of any 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 and
the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)     the
current Controlling Class;


 


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


 


(xix)       a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


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


 


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


 


(xxii)      in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d) and Section 4.01(f);


 


(xxiii)     the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses or Vertical Retained Certificate Realized Losses, as applicable;


 


(xxiv)     the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)      with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution


 






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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), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Vertical RR Interest) in connection
with such Liquidation Event, and (D) the amount of any Vertical Retained Certificate Realized Loss allocated to the Vertical RR
Interest in connection with such Liquidation Event;


 


(xxvi)     with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Vertical RR Interest) in respect of
the related REO Loan in connection with that determination, and (D) the amount of any Vertical Retained Certificate Realized Loss
allocated to the Vertical RR Interest in respect of the related REO Loan in connection with that determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [RESERVED];


 


(xxix)      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; and


 


(xxxiv)   the
amount of any Excess Interest actually received.


 






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In the case of information furnished
pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator has not
obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s website or filing such information pursuant to this Agreement, including,
but not limited to, filing via the EDGAR system, unless the Certificate Administrator has an explicit obligation to review or prepare
such information.


 


Within a reasonable period of time
after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above
as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset Review Report
Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in
which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations
Reviewer.


 


(b)          [RESERVED].


 


(c)          Each
of the Master 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 or Special Servicer’s
Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only


 






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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(b),
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 subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer shall from time
to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare
each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. 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 and/or Vertical Retained Certificate Realized Losses, as
applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing, the
failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer 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






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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
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 such Directing Certificateholder or Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer
referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related
Excluded Special Servicer Loan(s).


 


Section 4.03       P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit
to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal
to the aggregate amount of P&I Advances, if any, to be made in respect of the related Distribution Date, (ii) apply amounts
held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation
to make such P&I


 






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Advances or (iii) make
such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made.
Any amounts held in the 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 to be made by the Master Servicer 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 Serviced Whole 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 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 such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related
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 such 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 subsection (c) below, the obligation of the


 






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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, the Special Servicer or the Trustee, as applicable, shall provide the applicable Other
Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the 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 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


 






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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,
the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the
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 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


 






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determined with respect to any Mortgage Loan (or,
in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” 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 Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which
is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related
Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated
to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the
Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)          In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04      Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Vertical Retained Certificate
Realized Loss for such Distribution Date. Any allocation of Realized Losses or Vertical Retained Certificate Realized Losses to
a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any
Realized Losses or Vertical Retained Certificate Realized Losses so allocated to a Class of Regular Certificates shall be
allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The
allocation of Realized Losses or Vertical Retained Certificate Realized Losses shall constitute an allocation of losses and other
shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses or Vertical Retained Certificate Realized
Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement is made. If and to the extent that any Nonrecoverable
Advances (plus interest on such Nonrecoverable Advances) that were reimbursed from principal collections on the Mortgage Loans
(including REO Loans) and previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently recovered
on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the
recovery occurred): (i) the Vertical Retained Percentage of the amount of such recovery will be added to the Certificate Balance
of the Vertical RR Interest, up to the lesser of (A) the Vertical Retained Percentage of the amount of such recovery and (B) the
amount of unreimbursed Vertical Retained Certificate Realized Loss previously allocated to the Vertical RR Interest; (ii) the
Non-Sponsor Retained Percentage of the amount of such recovery will be added to the Certificate Balance(s) of the class or classes
of Principal Balance Certificates (other than the Vertical RR Interest) that previously were allocated Realized Losses, in the
same sequential order as distributions pursuant to Section 4.01(b), in each case up to the lesser of (A) the unallocated portion
of the Non-Sponsor Retained Percentage of the amount of such recovery


 






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and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and
(iii) the Interest Shortfall with respect to each affected class of Certificates not retained by the Sponsor for the next Distribution
Date shall be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored
write-down for the reimbursed class of Principal Balance Certificates had never been written down. If the Certificate Balance of
any class of Principal Balance Certificates or the Vertical RR Interest is so increased, the amount of unreimbursed Realized Losses
or Vertical Retained Certificate Realized Losses, as applicable, of such class of certificates will be decreased by such amount.


 


(b)          (I) On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Vertical RR Interest) will
be reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with
respect to such Distribution Date; (II) on each Distribution Date, the Certificate Balance of the Vertical RR Interest will
be reduced without distribution, as a write-off to the extent of any Vertical Retained Certificate Realized Losses with respect
to such Distribution Date. Any such write-off under (I) above shall be allocated in the following order:


 


(i)          first,
to the Class G certificates;


 


(ii)        second,
to the Class F certificates;


 


(iii)       third,
to the Class E certificates;


 


(iv)       fourth,
to the Class D certificates;


 


(v)        fifth,
to the Class C certificates;


 


(vi)       sixth,
to the Class B certificates; and


 


(i)          seventh,
to the Class A-S Certificates and then, pro rata (based on their respective Certificate Balances), to the Class A-1,
Class A-2, Class A-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.


 


(c)          With
respect to any Distribution Date, any Realized Losses or Vertical Retained Certificate Realized Losses allocated to a Class of
Principal Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such Distribution
Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05     Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether
a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes
for purposes of removal of the Special Servicer or the Operating Advisor, Allocated Cumulative Appraisal Reduction Amounts (with
respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Principal
Balance Certificates (other than the Vertical RR Interest) in reverse sequential order to notionally reduce the related Certificate
Balances until the Certificate Balance of each such Class is reduced to


 






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zero (i.e., first, to the Class G Certificates,
second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates,
fifth, to the Class C Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates,
and finally, pro rata based on their respective interest entitlements, to the Senior Certificates (other than the
Class X-A, Class X-B and Class X-D Certificates).


 


As of the first Determination Date
after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes 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 in its possession 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 actual knowledge
or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such
party shall promptly notify the Master Servicer thereof. None of the Master Servicer (with respect to Mortgage Loans other than
Non-Serviced Mortgage Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


With respect to any Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of the related
Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii)  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 notify the Master Servicer or the Special Servicer, as the case may be (and the Master Servicer shall notify the Certificate
Administrator), of the amount of any Appraisal Reduction Amount (which notification from the Master Servicer to the Certificate
Administrator shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)),
any Collateral Deficiency Amount and (except in the case of the Master Servicer) any resulting Cumulative Appraisal Reduction Amount
with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through
delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount and Cumulative Appraisal Reduction Amount as included
in the CREFC® Appraisal Reduction Template included in the


 






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CREFC® Investor Reporting Package or such
other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator (which shall be delivered
by the Master Servicer simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d))
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(l) (the
cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)          (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right 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, at their 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 such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use
commercially reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt
of the Requesting Holders’ written request and (B) 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 applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) any


 






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information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer or the Master 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, the Master Servicer or Non-Serviced Special Servicer determines that no recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the next most senior Class of Control Eligible Certificates, 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 Excluded DCH
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 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 Excluded DCH 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


 






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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 Allocated Appraisal Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount.
Such report shall also be forwarded by the Special Servicer, to the extent any related Serviced Companion Loan has been included
in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold, or to the holder of any related Serviced Companion Loan. If the Special Servicer is required to redetermine the Appraisal
Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount
shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage
Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation Termination
Event and other than with respect to any Excluded DCH 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 or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer is not aware of any material change to 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, 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.


 


(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


 






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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 in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact
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 V Certificates or the Vertical RR Interest in the Grantor Trust so as to improve their rate of return.
The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall
timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust.
In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041,
Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the
following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates and the Vertical RR
Interest, their allocable share of income and expense with respect to the Excess Interest and Excess Interest Distribution Account,
in the time or times and in the manner required by the Code.


 


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


 






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


 


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


 


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


 


Section 4.07      Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial
owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to
the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports
being made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any
Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor
Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating
Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged
Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of
an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and
in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced
Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in


 






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the case of the Master Servicer to
the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of an Inquiry, the 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 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 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 or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the
event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
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


 






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Depositor, the Underwriters or any of their respective Affiliates.
None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum
and no such party shall have any responsibility or liability for the content of any such information. The Certificate Administrator
shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not
reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding
the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response
would require the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled
to receive under the terms of this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to 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: RAInvRequests@wellsfargo.com), in each case within a


 






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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 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 will not be liable for the failure by any
other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed
to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only
to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request
Tool and no such party 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


 






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Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto (which
shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt,
the Certificate Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than
the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the 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


 



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Section 5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-3, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates will be issuable only
in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00
in excess thereof. The Registered Certificates (other than the Class X-A and Class X-B Certificates) will be issuable only in
minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in
excess thereof. The Non-Registered Certificates (other than the Class X-D, Class R and Class V Certificates and the Vertical RR
Interest) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in
integral multiples of $1.00 in excess thereof. The Vertical RR Interest will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $1.00. and in integral multiples of $0.01 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class of Certificates (other than the Vertical RR Interest) 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 V and Class R Certificates shall be issued, maintained and transferred in
minimum percentage interests of 10% of such Class V or 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 a Retaining Party) is to be made in reliance upon
an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d)
shall apply.


 


(a)          Each
Class of the Non-Registered Certificates 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


 






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registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange
for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate
Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to
time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided;


 


On the Closing Date, the Certificate
Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of
effecting the exchanges contemplated by the preceding paragraph. 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 Horizontal Risk Retention Certificates or Vertical RR Interest during
the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate
Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made
on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 






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(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V Certificates shall
only be in the form of Definitive Certificates, and the Horizontal Risk Retention Certificates and the Vertical RR Interest 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 Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or
(ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of
a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will
refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


(e)          From
and after the Closing Date and during the Transfer Restriction Period, the Horizontal Risk Retention Certificates and the Vertical
RR Interest shall only be held as Definitive Certificates and shall be held in the Retained Interest Safekeeping Account by the
Certificate Administrator (and the Retaining Party’s respective interest shall be tracked in the form of an entry in the
Certificate Administrator’s trust accounting system under the Retained


 






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Interest Safekeeping Account), as custodian for and
for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold such Horizontal Risk Retention
Certificates and the Vertical RR Interest in safekeeping and shall release the same only upon receipt of written instructions (i)
with respect to the Vertical RR Interest, from the Retaining Sponsor and (ii) with respect to the Horizontal Risk Retention Certificates,
from the holder of the Horizontal Risk Retention Certificates and the Retaining Sponsor, indicating whether such release is in
connection with the termination of the Transfer Restriction Period or in connection with the Certificateholder’s intent to
transfer pursuant to Section 5.03, and in the case of each of clause (i) and (ii), in accordance with any additional
authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement.  After
its release of the Vertical RR Interest and/or the Horizontal Risk Retention Certificates in accordance with the provisions of
this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of the Vertical
RR Interest and/or the Horizontal Risk Retention Certificates, as applicable. There shall be, and hereby is, established by the
Certificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and in which
the Horizontal Risk Retention Certificates and the Vertical RR Interest shall be held and which shall be governed by and subject
to this Agreement.  In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts
to the Retained Interest Safekeeping Account for each Retaining Party. Such subaccounts shall be marked or evidenced as being
for the benefit of the Holder of the related Certificate. The Horizontal Risk Retention Certificates and the Vertical RR Interest
to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable
to the holders of the Horizontal Risk Retention Certificates or the Vertical RR Interest 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 such Retaining Party to the Certificate Administrator on the Closing Date.  Under no circumstances by virtue of safekeeping
the Horizontal Risk Retention Certificates and the Vertical RR Interest 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 Definitive Certificate
representing the Horizontal Risk Retention Certificates and the Vertical RR Interest at the below location, or any other location;
provided the Certificate Administrator has given notice to each of the Retaining Parties of such new location:


 


Wells Fargo Bank N.A.

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

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date, and upon completion
of each transfer of the Vertical RR Interest or the Horizontal Risk Retention Certificates during the Transfer Restriction Period,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and (in the case of the
Horizontal Risk Retention Certificates) the Third Party Purchaser substantially in the form of Exhibit TT or Exhibit
UU, as applicable, to this Agreement evidencing its receipt of the Vertical RR Interest or the Horizontal Risk Retention Certificates,
as the case may be.


 






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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 the Third Party Purchaser, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of a Horizontal Risk Retention Certificates and or a Vertical RR Interest shall be subject
to Section 5.03(g) and Section 5.03(i).


 


For the sake of clarity, after the
Transfer Restriction Period, the Horizontal Risk Retention Certificates and the Vertical RR Interest may be transferred at the
direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).


 


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 Vertical RR Interest and the Horizontal
Risk Retention Certificates (during such times as required hereunder) as Definitive Certificates on behalf of each Holder of such
Certificate and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.
No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


 


(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


 






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to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A
Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions
(who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)          Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take
delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and
procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation
S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the
Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an
amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order
given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of
such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion
of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate
Certificate Balance of the 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


 






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Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of
the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or
cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to
contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository
to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in
the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring
such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest
in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee
is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person 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


 






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which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in
such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Horizontal Risk
Retention Certificate or a Vertical RR Interest during the Transfer Restriction Period or (b) a Class R Certificate) wishes at
any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class,
or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form
of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if
applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the
event that the applicable Book-Entry Certificate is the 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


 






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such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section 5.02(d),
and subject to the issuance and transfer of a Horizontal Risk Retention Certificate or a Vertical RR Interest during the Transfer
Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee
of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)          Transfers
of Horizontal Risk Retention Certificates and Vertical RR Interest. During a Transfer Restriction Period, if a Transfer of
any Vertical RR Interest or Horizontal Risk Retention Certificate after the Closing Date is to be made, then the following documents
shall be delivered to the Certificate Administrator, who shall facilitate such transfer in conjunction with the Certificate Registrar
and shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) instruction from
the Certificateholder desiring to effect such transfer and the Retaining Sponsor pursuant to Section 5.02(e) directing the
Certificate Administrator to release such Vertical RR Interest or Horizontal Risk Retention Certificate from the Retained Interest
Safekeeping Account in connection with a transfer such Vertical RR Interest or Horizontal Risk Retention Certificate, (ii) a certification
from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3,
which such certification must be countersigned by the Retaining Sponsor, (iii) a certification from the Certificateholder desiring
to effect such transfer substantially in the form attached hereto as Exhibit D-4, which such certification must be
countersigned by the Retaining Sponsor, (iv) an IRS Form W-9 completed by the prospective Transferee and (v) wiring instructions
and contact information of the prospective Transferee.  After the Transfer Restriction Period, and for so long as the Vertical
RR Interest or Horizontal Risk Retention Certificate, as applicable, is not held in safekeeping, the Certificate Registrar shall
refuse to register any Transfer unless it receives (x) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit D-3 and (y) a certification from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit D-4; provided, that after the Transfer
Restriction Period, the countersignature of the Retaining Sponsor to such certifications shall not be required. Upon receipt of
the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a),
reflect such Vertical RR Interest or Horizontal Risk Retention Certificate, as applicable, in the name of the prospective Transferee.
For the avoidance of doubt, in no event shall a Vertical RR Interest or Horizontal Risk Retention Certificate be held as a Book-Entry
Certificate during the Transfer Restriction Period.


 






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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 Horizontal Risk Retention Certificates and the Vertical RR Interest, the applicable
Retaining Parties) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either
(i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit
F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election
has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3
101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95 60) 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


 






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violation of applicable 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, 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 or 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, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate
shall be deemed to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B)
above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in
a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under
applicable law.


 


(o)          No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each prospective transferee of a Class
R or Class V Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan or a person acting
on behalf of or using the assets of a Plan. Each Holder of a Class R or Class V Certificate shall be deemed to represent that it
is not and will not become a Person specified in the second preceding sentence. Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(p)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate


 






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Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting
as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed
transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of
the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to 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


 






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foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(q)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(s)          Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)          Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03, 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


 






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Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person
in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates)
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable
federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


 


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


 


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


 


(t)          Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”),
as a condition of its purchase of such Certificate, will be deemed to have represented that:


 


(i)          none
of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities (the
“Transaction Parties”), has provided or will provide advice with respect to the acquisition of Certificates
by the ERISA Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either:
(a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar
institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance
carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of
assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment
adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser
under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be
satisfied if the Plan Fiduciary is either (i) the owner or a relative of


 






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the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(ii)          the
Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition of Certificates by the ERISA Plan;


 


(iii)          the
Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(iv)        none
of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate the
terms of the ERISA Plan’s investment in the Certificates or receives a fee or other compensation from the ERISA Plan or Plan
Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates; and


 


(v)         the
Plan Fiduciary has been informed: (a) that none of the Transaction Parties is undertaking to provide impartial investment advice
or to give advice in a fiduciary capacity; and (b) of the existence and nature of the Transaction Parties financial interests in
the ERISA Plan’s acquisition of the Certificates.


 


The above representations in this paragraph
are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions are revoked, repealed or no longer
effective, these representations shall be deemed to be no longer in effect.


 


Section 5.04      Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to
cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05      Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee 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


 






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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 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


 






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Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing agreement
governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate
Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or
another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07      Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479 as
its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08      Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in


 






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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 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.


 






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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]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section 6.01      Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
(a) The Master Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit
and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 






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(i)       The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 



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(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
its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)       The
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, 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 of America, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Special
Servicer to perform its obligations under this Agreement;


 


(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;


 



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(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


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


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a 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 New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged


 






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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;


 


(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;


 






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(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 New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially
and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement
or its financial condition;


 


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


 


(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;


 






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(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 knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of 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


 






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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 subsection (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) 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 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


 






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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 the Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except
to the extent (i) 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 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.


 






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(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 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 (including, without limitation, costs and expenses of litigation and of enforcement
of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection
with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement,
the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation
or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance
of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the
case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred
in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined
by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian,
Certificate Registrar and 17g-5 Information Provider) shall be liable 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,


 






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notice,
request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as
contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer
(including in its capacity as Companion Paying Agent, 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 or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, 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 Noteholders, 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 (including, without limitation, in connection with the


 






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enforcement
of such indemnified party’s rights under this Agreement), 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 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 the Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider
as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e),
Section 3.12, Section 3.17(c) and Section 3.18(g) or (ii) a breach by the Master Servicer
or the Special Servicer, as applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g)
and Section 3.13(i).


 


(d)       Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
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 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 (including, without limitation, in connection with the enforcement of such indemnified party’s
rights under this Agreement), 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


 






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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 (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), 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.


 


(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 (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), 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


 






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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 (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), 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 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


 






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have
to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim
is materially prejudiced thereby.


 


(i)       The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced
Indemnified Parties”), 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 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 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
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


 






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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 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 and the Risk Retention Consultation Party.


 






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(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 Major Decisions for Specially Serviced Loans (other than any Excluded DCH Loan), (2) the Special
Servicer with respect to all Non-Specially Serviced Loans (other than any Excluded DCH Loan), as to all Major Decisions and (3) the
Master Servicer to the extent the Directing Certificateholder’s consent is required by the definition of Master Servicer
Decision. The Risk Retention Consultation Party shall (other than with respect to an Excluded RRCP Loan) be entitled to consult
on a strictly non-binding basis with the Special Servicer (1) prior to the occurrence and continuance of a Consultation Termination
Event, with respect to any Major Decision in respect of a Specially Serviced Loan and, (2) after the occurrence and during the
continuance of a Consultation Termination Event, with respect to any Major Decision in respect of any Mortgage Loan. For the avoidance
of doubt, any consultation with the Risk Retention Consultation Party under this Agreement shall occur only upon request of the
Risk Retention Consultation Party with respect to any individual triggering event, and any such consultation shall be on a strictly
non-binding basis and shall be subject to all limitations with respect to the procedures and timing of such consultation set forth
in this Section 6.08. Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject
to, the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b), for so long as no Control
Termination Event has occurred and is continuing, the Special Servicer shall only be permitted to take any of the following actions
(each, a “Major Decision”) as to which the Directing Certificateholder has consented in writing within ten
(10) Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special
Servicer in order to grant or withhold such consent, which report may (in the sole discretion of the Special Servicer) take the
form of an Asset Status Report (the “Major Decision Reporting Package”) (provided that if such written
consent has not been received by the Special Servicer within such ten (10) Business 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 any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 


(ii)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or
Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days
as provided in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)       following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 






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(iv)       any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust), or in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor Agreement in each
case, for less than the applicable Purchase Price;


 


(v)       any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Mortgaged Property or an REO Property;


 


(vi)       any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the specific
terms of the related Mortgage Loan documents or (ii) a release of a non-material, non-income producing parcel as described under
clause (ii) or clause (v) of the definition of “Master Servicer Decision”;


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor, other than any such transfer or incurrence of debt as described under clause (xiii)
of the definition of “Master Servicer Decision” or, solely with regard to Specially Serviced Loans, as may be
effected (I) without the consent of the lender under the related loan agreements, (II) pursuant to the specific terms
of such Mortgage Loan and (III) for which there is no lender discretion;


 


(viii)       any
consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property manager
is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new property
manager;


 


(ix)       any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)       other
than in the case of any Non-Specially Serviced Loan, releases of any material amounts from any escrow accounts, Reserve Funds
or Letters of Credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(xi)       any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xii)       other
than in the case of a Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor


 






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Agreement,
co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan Holder related
to a Mortgage Loan or Whole Loan (except any modification, amendment, consent to a modification or waiver of any term of any Intercreditor
Agreement or any intercreditor, co-lender or similar agreement with any mezzanine lender or subordinate debt holder to split or
resize notes consistent with the terms of such Intercreditor Agreement or such intercreditor, co-lender or similar agreement),
or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided, however, that
any such modification or amendment that would adversely impact the Master Servicer shall additionally require the consent of the
Master Servicer as a condition to its effectiveness;


 


(xiii)       any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance
collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct,
non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment
instead of defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xv)       determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, waiver, amendment or
subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)       other
than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease (addressed in clause (xv)
above), any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination,
non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects
an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property;


 


(xvii)       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;


 


(xviii)       other
than in the case of a Non-Specially Serviced Loan, 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; and


 






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(xix)       other
than in the case of any Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


provided,
however, that, in the event that the Special Servicer or the Master Servicer, as the case may be, 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 continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with
the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect the
interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the
holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such action without
waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, as the case may be); provided that the Special Servicer
or the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable)
and the Risk Retention Consultation Party (if applicable) with prompt written notice following such action including a reasonably
detailed explanation of the basis therefor. Neither the Master Servicer nor the Special Servicer is required to obtain the consent
of the Directing Certificateholder for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder
after the occurrence and during the continuance of a Control Termination Event; provided, however, that, after the
occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult with the Directing Certificateholder
(only prior to the occurrence and continuance of a Consultation Termination Event) in connection with any Major Decision not relating
to an Excluded DCH Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior
to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended
by the Directing Certificateholder in respect thereof. Additionally, upon request, the Special Servicer shall consult with the
Risk Retention Consultation Party ((i) prior to the occurrence and continuance of a Consultation Termination Event, only with
respect to a Specially Serviced Loan and (ii) after the occurrence and during the continuance of a Consultation Termination Event,
with respect to any Mortgage Loan) in each case in connection with any Major Decision not relating to an Excluded RRCP Loan and
consider alternative actions recommended by the Risk Retention Consultation Party, in respect thereof. In the event the Special
Servicer receives no response (which initial request shall include a Major Decision Reporting Package) from the Directing Certificateholder
or the Risk Retention Consultation Party within 10 Business Days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk Retention Consultation
Party, as applicable, on the specific matter; provided, however, that the failure of the Directing Certificateholder
or the Risk Retention Consultation Party to respond shall not relieve the Special Servicer from consulting with the Directing
Certificateholder or the Risk Retention Consultation Party, as applicable, on any future matters with respect to the applicable
Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan or an Excluded RRCP Loan with respect to such party)
or Serviced Whole Loan. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor (a)
prior to the occurrence of an Operating Advisor Consultation Event, promptly after the Special Servicer receives the Directing
Certificateholder’s


 






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approval
or deemed approval with respect to such Major Decision or (b) following the occurrence and during the continuance of an Operating
Advisor Consultation Event, simultaneously upon providing such Major Decision Reporting Package to the Directing Certificateholder;
provided, however, that, with respect to any Non-Specially Serviced Loan other than an Excluded Loan, no Major Decision
Reporting Package shall be required to be delivered prior to the occurrence and continuance of an Operating Advisor Consultation
Event. With respect to any particular Major Decision and related Major Decision Reporting Package and any Asset Status Report,
the Special Servicer shall make available to the Operating Advisor a Servicing Officer with relevant knowledge regarding the related
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 shall also consult with the Operating Advisor in connection
with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after
the occurrence and during the continuance of a Control Termination Event or Operating Advisor Consultation Event hereunder) and
consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation
is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within 10 Business
Days following the later of (i) its written request for input (which request shall 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 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 Excluded DCH Loan (regardless of whether a Control Termination Event or Operating Advisor Consultation Event has
occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08(a) for consulting with
the Operating Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter
that constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 


Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward
such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing
with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect
to such request or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the
Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested
by the Special Servicer relating to such Major


 






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Decision.
The Master Servicer shall not be permitted to process any Major Decision and shall not be required to interface with the Mortgagor
or provide a written recommendation and analysis with respect to any Major Decision.


 


With
respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially
Serviced Loan, and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision
relating to a Mortgage Loan (in each case, other than with respect to an Excluded RRCP Loan), the Special Servicer shall provide
copies of any notice, information and report that it is required to provide to the Directing Certificateholder pursuant to this
Agreement with respect to such Major Decision to the Risk Retention Consultation Party, within the same time frame it is required
to provide such notice, information or report to the Directing Certificateholder (for this purpose, without regard to whether
such items are actually required to be provided to the Directing Certificateholder under this Agreement due to the occurrence
of a Control Termination Event or a Consultation Termination Event).


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, 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 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, Operating Advisor or the Risk Retention Consultation Party 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, Operating Advisor or the Risk Retention Consultation
Party, respectively, and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in
accordance with the


 






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direction
of or approval of the Directing Certificateholder or the advice of the Operating Advisor or Risk Retention Consultation Party
that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this
Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


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, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
thereof for having so acted.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention
Consultation Party shall not be protected against any liability to a Holder of an Vertical RR Interest that would otherwise be
imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the
Vertical RR Interest or by reason of reckless disregard of obligations or duties owed to the Holders of the Vertical RR Interest.
By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Risk Retention Consultation Party
may take actions that favor the interests of one or more Classes of the Certificates including the Holders of an Vertical RR Interest
over other Classes of the Certificates, and that the Risk Retention Consultation Party may have special relationships and interests
that conflict with those of Holders of some Classes of the Certificates, that the Risk Retention Consultation Party may act solely
in the interests of the Holders of an Vertical RR Interest, that the Risk Retention Consultation Party does not have any duties
or liability to the Holders of any Class of Certificates other than the Vertical RR Interest, that the Risk Retention Consultation
Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holder of the
Vertical RR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having so acted, and
no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee,
agent or principal thereof for having so acted.


 






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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 DCH Loan), the Directing Certificateholder shall have no right to consent to or
direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder and the Risk Retention Consultation Party shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer and any other applicable party
shall consult with the Directing Certificateholder (other than with respect to any Excluded DCH Loan) and, with respect to any
Specially Serviced Loan (other than an Excluded RRCP Loan), the Risk Retention Consultation Party, 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 DCH Loan), the Directing
Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports
or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights
as Directing Certificateholder and, other than with respect to any Excluded RRCP Loan, the Risk Retention Consultation Party shall
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special
Servicer and any other applicable party shall consult with the Risk Retention Consultation Party to the extent set forth herein
in connection with any action to be taken or refrained from taking to the extent set forth herein.


 


Section 6.09     Knowledge
of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National
Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of


 






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(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 related 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 deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by 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; or


 


(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


 






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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 Noteholders; 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; or


 


(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 Noteholders; 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; or


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, 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; or


 


(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; or


 


(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;
or


 


(viii)       either
Moody’s or DBRS (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


 






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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 DBRS, 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 the Master Servicer or the Special Servicer, as the case may be, 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 such Special Servicer, as the case may be, 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 ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded DCH Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates
entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate
each of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice
if there is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above),
by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the
rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable);
provided, however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this Agreement for services rendered and expenses incurred.
From and after the receipt by the Affected Party of such written notice except as otherwise provided in this Article VII,
all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a
Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination
of 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


 






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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 applicable 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 Section 7.01(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 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. The 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. The 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).


 






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(d)       Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH 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, (A) for cause at any time and (B) without cause, in each case, upon
ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the requirements
of this Section 7.01(d) provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’
notice set forth in this Section 7.01(d) shall not apply to the related 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 DCH Loan) shall appoint a successor special servicer
to assume the duties of the Special Servicer hereunder; provided, however, that (i) such successor will meet
the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and,
in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a confirmation that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special
Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan. 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 (other than the Vertical RR Interest) 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


 






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on
the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, conduct
the solicitation of votes of all Certificates (other than the Vertical RR Interest) in such regard, which requisite affirmative
votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so received, such
votes shall be null and void ab initio. 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 the Special Servicer shall not apply to any Serviced
AB Whole Loan that is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the 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 Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace 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


 






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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 (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 quorum, 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 at least a majority of the requested votes, 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 the Special Servicer with


 






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respect
to a Serviced 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 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. 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 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 DCH 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


 






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Control
Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded DCH Loan, the resigning
Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer. The Special Servicer
shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect
to the identity of the applicable Excluded Special Servicer. It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes
the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the
related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor
and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange
Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Special Servicer 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 shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the 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 subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such
successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Certificateholder as provided in Section 7.01(d),


 






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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 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,
as applicable, 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 DCH 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


 






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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), (iii) such appointment (solely with respect
to the Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing
Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed
any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Pending appointment of a successor to 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


 






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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.


 


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


 






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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]


 


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 


 



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Trustee
and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming
to the requirements of this Agreement;


 


(ii)       Neither
the Trustee nor the Certificate Administrator, as applicable, 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,


 






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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 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


 






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Trustee
or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act, failure
or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)       In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)       Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section 2.01(h)
and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any
outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee
or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator
makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature,
if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither
the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such


 






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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 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 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 or expense (including,
without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees,
damages,


 






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judgments
and amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer,
to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee
or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties
of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying
agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder;
provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified
Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses
or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal
course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions
hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss,
liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s
or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard
of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this
Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or the
Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the
Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by
the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available information
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations
and duties under this Agreement.


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the


 






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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 “A” by DBRS; provided that the Trustee will not become ineligible to serve based
on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less
than “Baa2” by Moody’s, “A-“ by Fitch and “A(low)” by DBRS, (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 “R-1(low)” by DBRS and (c) the Master Servicer maintains a long-term unsecured rating of at least “A2”
by Moody’s, “A+” by Fitch and, if rated by DBRS, “A” by DBRS; provided that nothing in this
proviso shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if any
such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which may include
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 Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 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 Wells Fargo Commercial Mortgage
Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 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 Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer
or the Holders of the Class R Certificates, in that order of priority, 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) (prior to the occurrence and continuance of a Control
Termination Event, with respect to the Controlling Class approval), (3) the reasonable out-of-pocket expenses of the Master
Servicer and the Special Servicer with respect to such termination, other than in the case of the Master Servicer or Special Servicer,
as applicable, that is a 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 Sections 3.03(d) and 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 V and Class R Certificates and the Vertical RR
Interest) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the remaining Mortgage
Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a) an amount
equal to the product of (i) the Vertical Retained Percentage and (ii) the Termination Purchase Amount will be paid to the Holders
of the Vertical RR Interest in exchange for the surrender of the Vertical RR Interest, and (b) an amount equal to the product
of (i) the Non-Sponsor Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed
distributed to the Holder or Holders of the then-outstanding Certificates (other than the Vertical RR Interest) in exchange for
such Certificates; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-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 V and Class R Certificates and the Vertical RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the Vertical RR Interest) together with the payment or deemed payment of the Termination Purchase Amount
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of
the first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days
prior to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates
(other than the Class V and Class R Certificates and the Vertical RR Interest) and pay the Termination Purchase Amount for all
of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall (i) remit for deposit in the Collection Account an amount in immediately available funds equal to (a) the


 






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product
of the Vertical Retained Percentage and the Termination Purchase Amount plus (b) 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(b),
but only to the extent that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the
Trust (which amount shall be further deemed distributed to the Holders of all outstanding Certificates (other than the Vertical
RR Interest)) an amount equal to the product of the Non-Sponsor Retained Percentage and the Termination Purchase Amount. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on
the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class R and Class V Certificates
and the Vertical RR Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the Holders
of the Vertical RR Interest in immediately available funds an amount equal to the product of the Vertical Retained Percentage
and the Termination Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for Release from the Master Servicer,
release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall
be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall
be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance
of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


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


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to
the anticipated date of purchase; provided,


 






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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 Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as 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 required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant
to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that
would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian
shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as 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 Holders 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 15th day and not
later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or


 






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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 pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to the Holders of the Class V Certificates so presented, any amounts
remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to
the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from
the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall
be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with
Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(e) and Section 4.01(f).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders
not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section 9.02     Additional
Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the
Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier
REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet the definition
of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)       the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final
Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 






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(iii)       within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01     REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust
REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on
Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in which
the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier
REMIC, each Class of the Regular Certificates shall be designated as the “regular interests” and the Class UR Interest
shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election
in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier
REMIC. None of the Special 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 Trust REMIC and shall represent each such Trust 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 unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate
Administrator is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the
Code, to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the
Holders of the Class R Certificates hereby agree to such designation, on behalf of themselves and all successor Holders of Class
R Certificates.


 






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(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to
be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.


 


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


 


(f)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master 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


 






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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 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 or Vertical Retained Certificate
Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates in respect of the Class
LR Interest in the manner specified in Section 4.01(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) or Section 4.01(b), as
applicable, to the extent they are fully reimbursed for any Realized Losses or Vertical Retained Certificate Realized Losses,
as applicable, arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None
of the Trustee, the Certificate Administrator, the Master 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.


 






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(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.


 


(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, and agrees to reasonably cooperate with the Certificate Administrator in connection with
any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 






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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 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


 






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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]


 


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 Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, 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


 






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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 servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to
the Certificate Administrator under this Agreement by any Person (i) into which the 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


 






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be
a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan
Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes
a related Serviced Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan
Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each
Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of
the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition
to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall
(i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable
efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other
Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan)
to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent
as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that
is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect
to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function
Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as
and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such 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,


 






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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.


 


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 10-D,
ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 10-D,
ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered to
it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master 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


 






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Form 8-K
Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding
Form 10-D to be filed for the Trust. In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or
Form 8-K needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the
parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A
or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K
shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.03 related to the timely preparation and filing of Form 15,
a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties
observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05,
11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D,
Form ABS-EE, Form 10-K or Form 8-K, where such failure results from the Certificate Administrator’s inability or failure
to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such
Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from
its own negligence, bad faith or willful misconduct.


 


Section 11.04     Form 10-D
and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required
by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement
that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant
to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator
and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit
BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing
Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with
such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
(except with respect to the reporting of REO Account balances


 






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which
shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered
to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other
e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither
the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or
Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the
Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time
period described in this Section 11.04, the balances of the REO Account (to the extent the related information has
been received from the Special Servicer within the time period specified in this Section 11.04) and the Collection
Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of
the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and
clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any
such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total
debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or


 






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mezzanine
debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt
or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after
receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information
required to be included pursuant to Section 5.06.


 


(b)       After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor
for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after
the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days
after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return
an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the
Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver
to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24)
of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing
such power of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such
Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed
copy of each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy
to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The


 






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parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b)
related to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. 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, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible Format and Excel format)
concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to ssreports@wellsfargo.com
(or such other email address as is provided by the Master Servicer in writing to the Depositor and the Certificate Administrator).
The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may pose to the Master
Servicer regarding any CREFC® Schedule AL File (other than questions regarding data that is in the Initial Schedule
AL File) or Schedule AL Additional File. The Certificate Administrator, the Master Servicer, and the Depositor shall each, to
the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any
CREFC® Schedule AL File or any Schedule AL Additional File promptly.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days
prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the
Depositor shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE,
upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot
be filed on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant
to Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each
Form ABS-EE (together with the related CREFC® Schedule AL File and


 






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any
Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York,
New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South
College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE
is contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or
file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor 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


 






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Administrator,
the Operating Advisor, the Custodian or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included;


 


(iii)       (A)
the registered public accounting firm attestation report for the Trustee, the Master 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 CC to the Depositor and the Certificate Administrator and approved by the Depositor
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate Administrator
hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2019, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as
the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing


 






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parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit
CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form
attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the
case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator
in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later
than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor
for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after
receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make
available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing
party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28288. 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


 






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parties)
needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


(c)       Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


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 Z-1, Z-2,
Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”), as applicable,
on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer)
with which the 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 Companion Loan (other
than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete


 






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contact
information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior
written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
either the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related
Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and
such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification.
The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.
In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual 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 Form10K.Compliance@cwt.com, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier
than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph.
Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall
notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such
Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized
officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed
on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will, make available
on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York,
New York 10152,


 






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Attention:
A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North
Carolina 28288. 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 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required
to deliver Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the
Certificate Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08     Form 15
Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare
and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be


 






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filed
with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of
such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04,
Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09,
11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide
prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of
a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required
to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-D,
ABS-EE, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09     Annual
Compliance Statements. The Master 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 HH (or such other form,
similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review
of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s
performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based
on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year
or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to
forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such statement available
on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the


 






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applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form
attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review
each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures
by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s
obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying
Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional
Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer
is acting as 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, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing


 






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Function
Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee,
the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made
available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information
Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that
complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with
the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for
assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such
report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report
and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
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 AA hereto.


 


(b)       The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant


 






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Servicing
Criteria set forth on Exhibit AA is appropriately set forth with respect to such party and any Servicing Function Participant
with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator has entered into a servicing
relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
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)       Each
of the Operating Advisor and the Special Servicer 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 or
the Special Servicer, as applicable, 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 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 Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11
(or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s
negligence, bad faith or willful misconduct in connection therewith. The 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


 






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in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and
11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any
Serviced Companion Loan Securities, without a confirmation of the 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 (b) negotiate in good faith an agreement (subject to the final sentence of this
sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related commercial mortgage
pass through certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters
as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering material
to the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee
(where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations
under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually
and not to any specific aspect of the Certificate


 






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Administrator’s
duties or obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually
and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer
(where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this Section 11.15(a) and 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, 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
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


 






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relating
to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and 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 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 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


 






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respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of
the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date,
as reflected on Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator, as
applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation
AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a)
of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance
with the applicable servicing criteria to the extent required 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 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 or certificate administrator under such Regulation AB Companion Loan
Securitization (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion
Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the
applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under
such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person
that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the 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


 






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permitted
transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan
Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s),
trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply
with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d)
or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the 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 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 Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans
and Serviced REO Properties), 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 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 as reported by the related Mortgagor to the Special Servicer
and provided by the Special Servicer to


 






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the
Master Servicer solely in the case of any related Specially Serviced Loan or as reported by the Special Servicer with respect
to Serviced REO Property and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall
notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other
Depositor) that it has not received such financial information. The 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 Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D
or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related
to such Other Securitization; provided, however, the 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”).


 






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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 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 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 SS within two (2) Business
Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 






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If Certificateholders (other than Holders
of the Vertical RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction
requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator
shall promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and
conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders
who cast votes and (ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset
Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide
written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate
Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email
to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s Website). Upon
receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such
150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within
150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of
any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote
Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate
Administrator in connection with administering such vote will be paid as an expense of the Trust from the 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 extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files posted on
the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of
each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 






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(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       copies
of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan
that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and
that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)       In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business
Days after receipt of the Review Materials, notify the 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. 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 shall be required under the related Mortgage
Loan Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but
in any event excluding any documents that contain 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 QQ (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)       No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)      The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)     The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer
or Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the request
by the Asset Representations Reviewer to the 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


 






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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 (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans), and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and warranties
fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan
Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents in
the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in the
event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)    The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of
the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a
report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the
Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller (or, in the case of BSPRT Finance, BSPRT in respect of its payment guarantee), which, in each case,
shall be a responsibility of the Enforcing Servicer pursuant to Section 12.01(b)(x) of this Agreement.


 


(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


 






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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 Enforcing Servicer shall
determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing
Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage
Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)       The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the 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 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.


 






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Section 12.02 Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)       The
Depositor shall pay the Asset Representations Reviewer a fee of $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 0.00042% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of (i) $15,000 plus (ii) $2,000 per additional Mortgaged Property in excess of one
Mortgaged Property with respect to such Subject Loan, plus (iii) $2,000 per Mortgaged Property subject to a ground lease with
respect to such Subject Loan, plus (iv) $1,500 per Mortgaged Property with respect to such Subject Loan subject to a franchise,
hotel management or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis
of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban
Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review (any
such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review
Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that
if the related Mortgage Loan Seller is insolvent or 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 a certification to the Master Servicer that the requirements for payment set forth in this Section 12.02(b) have
been met. The Asset Representations Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount
and otherwise met the requirements for payment set forth in this Section 12.02(b), including receipt of evidence of
such insolvency or failure to pay such amount. 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 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 pursue remedies against such Mortgage Loan Seller to recover
any such amounts to the extent paid by the Trust.


 






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(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan
Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03 Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its obligations
hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such notice of
resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent
jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.
The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency in
connection with its resignation.


 


Section 12.04 Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any
investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by
an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05 Termination
of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the


 






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Holders of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is not curable within
such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days
to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has
provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued,
and is continuing to pursue, such cure;


 


(ii)       any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)       the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate Administrator
of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall
promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction
of Holders of


 






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Certificates evidencing at least 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 at least 25% of the Voting Rights (without regard to the
application of any Allocated Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Allocated Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights
and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior
to the date of such termination and other than indemnification rights arising out of events occurring prior to such termination)
by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations
Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion
to vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of
the Certificates evidencing at least 75% of the Voting Rights (without regard to the application of any Allocated Cumulative Appraisal
Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset
representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee


 






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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]


 


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;


 






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(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, 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 Section 5.03(p) 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 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);


 






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(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 DCH 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;


 


(x)       to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of
Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply


 






     -445-


    


    

 


with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing, no such amendment (A) may
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or (B) may materially and adversely affect
the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class
affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may 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 Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 






     -446-


    


    

 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicer or 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 all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund
or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision
specifically required to be included in this Agreement by any Designated Intercreditor Agreement, 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, the Master Servicer, the Special Servicer, 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 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


 






     -447-


    


    

 


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.


 


(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


 






     -448-


    


    

 


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.


 


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


 






     -449-


    


    

 


AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO IRREVOCABLY
(I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES
THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING
A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05 Notices.
(a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to (or, in the case of facsimile or electronic notices, when received by):


 


In the case of the Depositor:


 


Wells Fargo Commercial Mortgage
Securities, Inc.





c/o Wells Fargo Securities,
LLC





375 Park Avenue, 2nd Floor,
J0127-023





New York, New York 10152





Attention: A.J. Sfarra





CRRCompliance@wellsfargo.com


 


with a copy to:


 


Jeff D. Blake, Esq.





Wells Fargo Law Department,
D1053-300





301 South College St.





Charlotte, North Carolina
28288


 


In the case of the Master Servicer:


 






     -450-


    


    

 


Wells Fargo Bank, National
Association





Commercial Mortgage Servicing





Three Wells Fargo





MAC D1050-084





401 South Tryon Street, 8th
Floor





Charlotte, North Carolina
28202





Attention: WFCM 2018-C43
Asset Manager





Email: commercial.servicing@wellsfargo.com


 


and a copy to:


 


Mayer Brown LLP





214 North Tryon Street, Suite
3800





Charlotte, North Carolina
28202





Attention: Christopher J.
Brady, Esq.


 


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: (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 Directing Certificateholder:


 


KKR Real Estate Credit Opportunity Partners Aggregator
I L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem


 


In the case of the Risk Retention Consultation
Party:


 






     -451-


    


    

 


c/o Wells Fargo Securities, LLC

10 S. Wacker Drive, 32nd Floor, N8405-320

Chicago, Illinois 60606

Attention: Brigid Mattingly

Email: brigid.mattingly@wellsfargo.com


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28288


 


In the case of the Trustee:


 


Wilmington Trust, National
Association





1100 North Market Street





Wilmington, Delaware 19890





Attention: CMBS Trustee WFCM
2018-C43


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com





Facsimile No.: (302) 636-4140


 


In the case of the Certificate Administrator:


 


Wells Fargo Bank, National
Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust
Services – WFCM 2018-C43


 


with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com





trustadministrationgroup@wellsfargo.com


 


In the case of any transfer
or surrender of a Vertical RR Interest or Horizontal Risk Retention Certificate pursuant to Article V:


 


Wells Fargo Bank, National
Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Risk Retention
Custody (CMBS) – WFCM 2018-C43


 


with a copy to:


 


riskretentioncustody@wellsfargo.com


 






     -452-


    


    

 


In the case of the Custodian:


 


Wells Fargo Bank, National
Association





1055 10th Avenue SE





Minneapolis, Minnesota 55414





Attention: Document Custody
Group – WFCM 2018-C43


 


with a copy to cmbscustody@wellsfargo.com


 


in the case of a surrender,
transfer or exchange of a Certificate other than the Vertical RR Interest or a Horizontal Risk Retention Certificate:


 


Wells Fargo Bank, National
Association





600 South 4th Street





7th Floor, MAC 9300-070





Minneapolis, Minnesota 55479





Attention: Certificate Transfer
Services – WFCM 2018-C43


 


In the case of the Mortgage
Loan Sellers:


 


1.             Wells
Fargo Bank, National Association





301 South College St.





Charlotte, North Carolina
28288





Attention: Wells Fargo Commercial
Mortgage Trust 2018-C43,





Commercial Mortgage Pass-Through
Certificates, Series 2018-C43


 


with a copy to:


 


Jeff D. Blake, Esq., Senior
Counsel





Wells Fargo Law Department,
D1053-300





301 South College St.





Charlotte, North Carolina,
28288


 


and a copy to:


 


Jacqueline Gelman





Wells Fargo Bank, National
Association





10 South Wacker Drive, 32nd
Floor





Chicago, IL 60606





Telephone number: (312) 827-1531





Email: jacqueline.m.gelman@wellsfargo.com


 


2.             Barclays
Bank PLC





745 Seventh Avenue





New York, New York 10019





Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 






     -453-


    


    

 


with a copy to:


 


Barclays Bank PLC





745 Seventh Avenue





New York, New York





Facsimile No.: (212) 412-7519





Attention: Steven P. Glynn,
Legal Department





Email: steven.glynn@barclays.com


 


3.             Rialto
Mortgage Finance, LLC





600 Madison Avenue, 12th
Floor





New York, New York 10022





Attention: Kenneth M. Gorsuch,
Managing Director


 


4.             C-III
Commercial Mortgage LLC





5221 N. O’Connor Blvd.,
Suite 800





Irving, Texas 75039





Attention: Jenna Vick Unell,
General Counsel





Facsimile No.: (972) 868-5490


 


with a copy to:


 


C-III Capital Partners LLC





717 Fifth Avenue, 18th Floor





New York, New York 10022





Attention: Jeffrey Cohen





Facsimile No.: (212) 705-5001


 


and a copy to:


 


C-III Commercial Mortgage LLC





717 Fifth Avenue, 15th Floor





New York, New York 10022





Attention: Michael Pierro





Facsimile No.: (212) 705-5001


 


and a copy to:


 


C-III Commercial Mortgage LLC





717 Fifth Avenue, 18th Floor





New York, New York 10022





Attention: Paul Hughson





Facsimile No.: (212) 705-5001


 


5.            BSPRT
Finance, LLC





142 West 57th Street, Suite
1201





New York, New York 10019


 






     -454-


    


    

 


Attention: Micah Goodman
and Tiffany Putman


 


with a copy to:


 


Cadwalader, Wickersham &
Taft LLP





200 Liberty Street





New York, New York 10281





Attention: Jeffrey Rotblat


 


and





Benefit Street Partners Realty
Trust, Inc.





142 West 57th Street, Suite
1201





New York, New York 10019





Attention: Micah Goodman
and Tiffany Putman


 


with a copy to:


 


Cadwalader, Wickersham &
Taft LLP





200 Liberty Street





New York, New York 10281





Attention: Jeffrey Rotblat


 


In the case of the Operating Advisor
and the Asset Representations Reviewer:


 


Park Bridge Lender Services
LLC





600 Third Avenue, 40th Floor





New York, New York 10016





Attention: WFCM 2018-C43
Surveillance Manager





(with a copy sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine lender:


 


The address set forth in
the related Intercreditor Agreement.


 


In the case of any Companion Loan Holder:


 


The address set forth in
the related Intercreditor Agreement.


 


To each such Person, such other address as may hereafter
be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Certificateholder
shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.


 






     -455-


    


    

 


(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


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492





Email: cmbs.surveillance@dbrs.com


 


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


 






     -456-


    


    

 


intends
that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The
Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in
such capacity) a first priority security interest in the Depositor’s entire right, title and interest in, to and under,
whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this
Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary
filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the initial issuance
of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare
and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate
Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08 Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.
Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents), each Underwriter, each
depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights
under Article XI of this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)       Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09 Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.


 






     -457-


    


    

 


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;


 


(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.


 






     -458-


    


    

 


(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.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






     -459-


    


    

 


IN WITNESS WHEREOF, the parties hereto
have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day
and year first above written.





	 	 	 
	 	WELLS FARGO COMMERCIAL MORTGAGE
    SECURITIES, INC.,
	 	 	Depositor
	 	 	 
	 	By:	 /s/
    Matthew Orrino
	 	 	Name: Matthew Orrino
	 	 	Title: Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL  ASSOCIATION,
	 	 	Master Servicer
	 	 	 
	 	By:	 /s/
    Amanda Perkins
	 	 	Name: Amanda Perkins
	 	 	Title: Vice President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION,
	 	 	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/
    Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title: Vice President
	 	 	 


 


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– Pooling and Servicing Agreement


  






     


    


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	 	not
in its individual capacity, but solely as

        Trustee 

	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: /s/ Beverly D. Capers
	 	 	Title: Assistant Vice President
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	Operating Advisor and Asset Representations
	 	 	Reviewer
	 	 	 
	 	 	By: Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By: Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Manager


 


WFCM 2018-C43
– Pooling and Servicing Agreement


 






     


    


    

 


 




 













	STATE
    OF NY	)	 
	 	)	ss.:
	COUNTY
    OF NY	)	 


On
the 22 day of March 2018, before me, a notary public in and for said State, personally appeared Matthew Orrino known to me to
be a Director of Wells Fargo Commercial Mortgage Securities, Inc., a corporation, 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 corporation 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/
    Lillian Calcaterra
	LILLIAN
        CALCATERRA

        NOTARY
        PUBLIC, State of New York

        No.
        01CA4971671

        Qualified
        in Kings County

        Cert. Filed in New York County

        Commission
        Expires Sept. 10, 2018
	 	Notary
    Public
	[SEAL]	 	 
	 	 	 
	My commission expires	 	 
	9/10/2018	 	 


 


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2018-C43 – Pooling and Servicing Agreement



     

     

    




	STATE OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 







On
the 19 day of March, 2018, before me, a notary public in and for said State, personally appeared Amanda Perkins known to me to
be a Vice President of Wells Fargo Bank, National Association, a national banking association, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/
    ERICA L. SMITH
	 	Notary
    Public
	 	 
	ERICA
        L. SMITH

        NOTARY
        PUBLIC

        MECKLENBURG
        COUNTY, NC

        My
        Commission Expires 7-20-2022
	 
	[SEAL]

        My
        commission expires:
	 
	 	 


 


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2018-C43 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF KANSAS	)	 
	 	)	ss.:
	COUNTY
    OF JOHNSON	)	 


On
the 19th day of March, 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, a national banking association,
that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking
association, and acknowledged to me that such national banking association executed the within instrument..


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/
    BRENT KINDER
	 	 	Notary
    Public
	 	 	 
	 	 	BRENT
    KINDER
	 	 	NOTARY
    PUBLIC – State of Kansas
	 	 	My
    Appt. Exp. January 30, 2022
	 	 	 


 


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2018-C43 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF NEW YORK	)	 
	 	)	ss.:
	COUNTY
    OF KINGS	)	 


On
the 19th day of March, 2018, before me, a notary public in and for said State, personally appeared Amy Mofsenson known to me to
be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that
such national banking association executed the within instrument.


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/
    JANET M. JOLLEY
	 	Notary
    Public
	JANET
    M. JOLLEY	 
	Notary
    Public, State of New York	 
	No.
    01JO6121000	 
	Qualified
    in Kings County 	 
	Commission
    Expires Jan. 3, 2021	 
	[SEAL]

         

        My
        commission expires:

         
	 

         



 


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2018-C43 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF DELAWARE	)	 
	 	)	ss.:
	COUNTY
    OF NEW CASTLE	)	 


On
the 16th day of March, 2018, before me, a notary public in and for said State, personally appeared Beverly D. Capers
known to me to be a assistant vice president of Wilmington Trust, National Association, a national banking association, that
executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the within instrument.


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/
    Christina Bader
	 	 	Notary
    Public
	[SEAL]	 	 
	 	 	 
	My
    commission expires:	CHRISTINA
    BADER	 
	 	NOTARY
    PUBLIC	 
	 	STATE
    OF DELAWARE	 
	 	MY
    COMMISSION EXPIRES	 
	 	MARCH
    22, 2020	 


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2018-C43 – Pooling and Servicing Agreement




     

     

    

 


	STATE
    OF NEW YORK	)	 
	 	)	ss.:
	COUNTY
    OF NEW YORK	)	 


On
this 16th day of March, 2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


WITNESS
my hand and seal hereto affixed the day and year first above written.


	 	 	 
	 	 	/s/
    Niaja K Mowatt
	 	 	NOTARY
    PUBLIC in and for the 
	[SEAL]	 	State
    of New York
	 	 	 
	My
    commission expires:   3/31/20    	 	 
	                                              (Date)	 	 


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EXHIBIT
A-1

 

FORM OF CLASS [__] CERTIFICATE


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C43


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C43, 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 SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE


 





 






1      Temporary Regulation S Book-Entry Certificate legend.





 


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


 






    	A-1-1



     


    

 


LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-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 (“REGULATION D”) 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 (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 






3      Book-Entry Certificate legend. 


 






    	A-1-2



     


    

 


[FOR
CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR 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.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 






    	A-1-3



     


    

 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-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 AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
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 PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE
PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]


 


[FOR
THE HORIZONTAL RISK RETENTION CERTIFICATES] THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL
INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED),
AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER
SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT
PURCHASER OF THIS CERTIFICATE, BY PURCHASING


 






    	A-1-4



     


    

 


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-1-5



     


    

 


	PASS-THROUGH
        RATE: [FOR FIXED

                                                                       CLASSES: [____]% per annum] [FOR

                                                                       WAC, WAC CAP AND CLASS X CERTIFICATES:

                                                                       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 MARCH 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE

        POOLING AND SERVICING AGREEMENT

        (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 27, 2018

         

        FIRST
        DISTRIBUTION DATE: 

        APRIL 17, 2018

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL

        AMOUNT] OF THE CLASS [__]

        CERTIFICATES


AS OF THE CLOSING DATE: 

$[_________] 
	MASTER
        SERVICER: WELLS FARGO

                                                                                            BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: 

        MIDLAND LOAN SERVICES, A DIVISION

        OF PNC BANK, NATIONAL

        ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST,

        NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS

        FARGO BANK, NATIONAL

        ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        CERTIFICATE
        NO.: [_] - ______

         



 






    	A-1-6



     


    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), among WELLS FARGO
COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the 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 WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43
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 two “real estate mortgage investment conduits”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D


 






    	A-1-7



     


    

 


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, D, E, F AND G): principal and] interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B, C AND D CERTIFICATES: Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.]
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate
Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR
PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F AND G): Principal and interest] allocated to
this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection 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-1-8



     


    

 


reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation 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, 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(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 in minimum denominations of $[FOR
CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E, F AND G


 






    	A-1-9



     


    

 


CERTIFICATES:
100,000 initial Certificate Balance][FOR CLASS X-A, X-B AND X-D CERTIFICATES: 1,000,000 initial Notional Amount], and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder
of the initial [Certificate Balance][Notional Amount] 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 none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, 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-1-10



     


    

 


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) or Section 5.03(p) 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 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


 






    	A-1-11



     


    

 


continuing and with respect to the Mortgage Loans other than any Excluded
DCH 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)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)          to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage


 






    	A-1-12



     


    

 


Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a


 






    	A-1-13



     


    

 


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 any Designated Intercreditor Agreement, without in each case the consent of the holder of the related
Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of 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 as set forth in the Pooling and Servicing Agreement.


 


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 V and Class R Certificates and the Vertical RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the Vertical RR Interest) together with the payment or deemed payment of the Termination Purchase Amount
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, 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


 






    	A-1-14



     


    

 


statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-1-15



     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	March
                                         27, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-1-16



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-1-17



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




 






    	A-1-18



     


    

 


EXHIBIT
A-2



FORM OF CLASS R CERTIFICATE


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C43


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C43, 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
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






    	A-2-1



     


    

 


FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE 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


 






    	A-2-2



     


    

 


DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






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	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [__%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 27, 2018

         

        FIRST
        DISTRIBUTION DATE: 

        APRIL 17, 2018

         
	MASTER
        SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [          ]

         

        ISIN
        NO.: [          ]

         

        CERTIFICATE
        NO.: R-____

        



 






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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


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling
and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the 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 percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 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


 






    	A-2-5



     


    

 


income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Certificate Administrator
is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent
such provision is applicable to the Trust REMICs) of each Trust REMIC.


 


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 Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation 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


 






    	A-2-6



     


    

 


such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(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 require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee
Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person,
no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person
holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any
prospective Transferee to whom such Person attempts to


 






    	A-2-7



     


    

 


transfer
its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate
unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement
as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason
to know that the proposed Transferee’s statements in such Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master 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 none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 






    	A-2-8



     


    

 


(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) or Section 5.03(p) 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 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;


 






    	A-2-9



     


    

 


(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
DCH 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)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)          to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 






    	A-2-10



     


    

 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate


 






    	A-2-11



     


    

 


Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of 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 as set forth in the Pooling and
Servicing Agreement.


 


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 V and Class R Certificates and the Vertical RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the Vertical RR Interest) together with the payment or deemed payment of the Termination Purchase Amount
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, 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


 






    	A-2-12



     


    

 


Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-2-13



     


    

 



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	March
                                         27, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-2-14



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-2-15



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-2-16



     


    

 


EXHIBIT
A-3



FORM OF CLASS V CERTIFICATE


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C43


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C43, CLASS V


 


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
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






    	A-3-1



     


    

 


FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS 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: [__%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 27, 2018

         

        FIRST
        DISTRIBUTION DATE: 

        APRIL 17, 2018

         
	MASTER
        SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        CERTIFICATE
        NO.: V-____

        



 






    	A-3-3



     


    

 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection 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


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class V Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling
and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the 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 percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution 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


 






    	A-3-4



     


    

 


sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the
Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, 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 Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentation 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


 






    	A-3-5



     


    

 


Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(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.


 


The
Class V 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 none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






    	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) or Section 5.03(p) 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 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
DCH 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)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 






    	A-3-8



     


    

 


(xi)        
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such 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


 






    	A-3-9



     


    

 


Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
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 any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of 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 as set forth in the Pooling and
Servicing Agreement.


 


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 V and Class R Certificates and the Vertical RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and
Class R Certificates and the Vertical RR Interest) together with the payment or deemed payment of the Termination Purchase Amount
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 






    	A-3-10



     


    

 


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’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-3-11



     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	March
                                         27, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-3-12



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-3-13



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-3-14



     


    

 


EXHIBIT
A-4


 


FORM
OF VERTICAL RR INTEREST


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C43


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C43, VERTICAL RR INTEREST


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


 






4
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


5
     Book-Entry Certificate legend. 


 






    	A-4-1



     


    

 


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 (“REGULATION D”) 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 (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), 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 IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. 


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A


 






    	A-4-2



     


    

 


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 (I) A “REGULAR 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 AND (II)
AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS
INTEREST DISTRIBUTION ACCOUNT.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    	A-4-3



     


    

 


	PASS-THROUGH
        RATE: 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 MARCH 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 27, 2018

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 17, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE VERTICAL RR INTEREST

        AS OF THE CLOSING DATE: $16,977,551.15

         
	MASTER
        SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: 

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CERTIFICATE
        NO.: RR-[_]

         



 






    	A-4-4



     


    

 


VERTICAL
RR INTEREST


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Vertical Retained Certificate Gain-on-Sale
Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE APPLICABLE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR
DEFINITIVE CERTIFICATES: [WELLS FARGO BANK, NATIONAL ASSOCIATION][BARCLAYS BANK PLC]] is the registered owner of the interest
evidenced by this Certificate in the Vertical RR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the 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 Vertical RR Interest. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 and are
issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case


 






    	A-4-5



     


    

 


of
any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms
of the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents (i) a “regular interest” in 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”)
and (ii) an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in
the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
(including Excess Interest) then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement on the
Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Aggregate
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Vertical
Retained Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Vertical Retained Certificate Realized
Losses on the Mortgage Loans allocated to the Vertical RR Interest will be allocated pro rata among the outstanding Certificates
of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans and Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, the Collection 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


 






    	A-4-6



     


    

 


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 Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Vertical Retained Certificate
Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentation 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, 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(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, countersigned by the Retaining Sponsor.


 






    	A-4-7



     


    

 


Subject
to the terms of the Pooling and Servicing Agreement, the Vertical RR Interest will be issued in fully registered, certificated
form in minimum denominations of $1, and in integral multiples of $0.01 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master 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 none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions


 






    	A-4-8



     


    

 


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


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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
DCH Loan,


 






    	A-4-9



     


    

 


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)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)       
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any


 






    	A-4-10



     


    

 


manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:


 


(i)         reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)     
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement


 






    	A-4-11



     


    

 


may
be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated
Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates, in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired
through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of 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 as set forth in the Pooling and
Servicing Agreement.


 


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 V and Class R Certificates and the Vertical RR
Interest)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates
(other than the Class V and Class R Certificates and the Vertical RR Interest) together with the payment or deemed payment of
the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    	A-4-12



     


    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-4-13



     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	March
                                         27, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS PART OF THE
VERTICAL RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-4-14



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





    	A-4-15



     


    









 






	 	 
	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-4-16



     


    







 


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-4-17



     


    

 


 




 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 




    B-1 


     


    

 







	Wells Fargo Commercial Mortgage Trust 2018-C43	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Address	City	State	Zip Code	County	General Property Type	Number of Units	Unit of Measure	Original Principal Balance ($)	Cut-off Date Principal Balance ($)	Loan Amortization Type	Monthly P&I Payment ($)	Interest Accrual Basis	Mortgage Rate	Administrative Fee Rate
	1	Barclays Bank PLC	Moffett Towers II - Building 2	905 11th Avenue	Sunnyvale	CA	94089	Santa Clara	Office	362,563	Sq. Ft.	54,000,000.00	54,000,000.00	Interest-only, Amortizing Balloon	246,082.34 	Actual/360	3.6189000%	0.0185700%
	2	WFB	Airport Business Center	17751-18103 Sky Park Circle and 17775-17801 Main Street	Irvine	CA	92614	Orange	Industrial	1,170,571	Sq. Ft.	50,000,000.00	50,000,000.00	Interest-only, Balloon	184,823.50 	Actual/360	4.3750000%	0.0160200%
	3	Barclays Bank PLC	The SoCal Portfolio	Various	Various	CA	Various	Various	Various	2,194,425	Sq. Ft.	45,000,000.00	45,000,000.00	Interest-only, Amortizing Balloon	238,553.58 	Actual/360	4.8900000%	0.0160200%
	3.01	Barclays Bank PLC	Aliso Viejo Commerce Center	27782-27832 Aliso Creek Road	Aliso Viejo	CA	92656	Orange	Retail	65,107	Sq. Ft.	5,448,236.33	 	 	 	 	 	 
	3.02	Barclays Bank PLC	Transpark Commerce	2910-2990 Inland Empire Boulevard	Ontario	CA	91764	San Bernardino	Office	204,099	Sq. Ft.	4,934,346.34	 	 	 	 	 	 
	3.03	Barclays Bank PLC	Wimbledon	12276-12550 Hesperia Road	Victorville	CA	92395	San Bernardino	Mixed Use	123,948	Sq. Ft.	4,362,672.66	 	 	 	 	 	 
	3.04	Barclays Bank PLC	Palmdale Place	2211-2361 & 2301 East Palmdale Boulevard	Palmdale	CA	93550	Los Angeles	Mixed Use	129,294	Sq. Ft.	3,189,053.63	 	 	 	 	 	 
	3.05	Barclays Bank PLC	Sierra Gateway	39959 & 40015 Sierra Highway	Palmdale	CA	93550	Los Angeles	Office	133,851	Sq. Ft.	2,904,491.92	 	 	 	 	 	 
	3.06	Barclays Bank PLC	Fresno Industrial Center	720 East North Avenue & 2904-2998 South Angus Avenue	Fresno	CA	93725	Fresno	Industrial	265,898	Sq. Ft.	2,747,492.35	 	 	 	 	 	 
	3.07	Barclays Bank PLC	Upland Freeway 	1348-1438 West 7th Street	Upland	CA	91786	San Bernardino	Retail	116,061	Sq. Ft.	2,557,704.81	 	 	 	 	 	 
	3.08	Barclays Bank PLC	Commerce Corporate Center	5800 South Eastern Avenue	Commerce	CA	90040	Los Angeles	Office	68,513	Sq. Ft.	2,551,242.91	 	 	 	 	 	 
	3.09	Barclays Bank PLC	Moreno Valley	23880-23962 Alessandro Boulevard	Moreno Valley	CA	92553	Riverside	Mixed Use	111,060	Sq. Ft.	2,236,285.68	 	 	 	 	 	 
	3.10	Barclays Bank PLC	Airport One Office Park	4403 East Donald Douglas Drive	Long Beach	CA	90808	Los Angeles	Office	88,284	Sq. Ft.	2,236,212.09	 	 	 	 	 	 
	3.11	Barclays Bank PLC	Colton Courtyard	1200-1230, 1260-1300 and 1320-1350 East Washington Street	Colton	CA	92324	San Bernardino	Retail	122,082	Sq. Ft.	1,447,533.42	 	 	 	 	 	 
	3.12	Barclays Bank PLC	The Abbey Center	340, 400 & 490 Farrell Drive	Palm Springs	CA	92262	Riverside	Office	67,335	Sq. Ft.	1,421,653.81	 	 	 	 	 	 
	3.13	Barclays Bank PLC	Upland Commerce Center	1379 and 1383-1399 East Foothill Boulevard	Upland	CA	91786	San Bernardino	Retail	47,677	Sq. Ft.	1,350,054.16	 	 	 	 	 	 
	3.14	Barclays Bank PLC	Diamond Bar	23525-23555 Palomino Drive	Diamond Bar	CA	91765	Los Angeles	Retail	20,528	Sq. Ft.	1,305,058.81	 	 	 	 	 	 
	3.15	Barclays Bank PLC	Atlantic Plaza	5166-5190 Atlantic Avenue	Long Beach	CA	90805	Los Angeles	Retail	32,728	Sq. Ft.	1,177,496.72	 	 	 	 	 	 
	3.16	Barclays Bank PLC	Ming Office Park	5500 Ming Avenue	Bakersfield	CA	93309	Kern	Office	117,924	Sq. Ft.	1,089,692.54	 	 	 	 	 	 
	3.17	Barclays Bank PLC	10th Street Commerce Center	44204-44276 10th Street West	Lancaster	CA	93534	Los Angeles	Retail	96,589	Sq. Ft.	964,198.68	 	 	 	 	 	 
	3.18	Barclays Bank PLC	Cityview Plaza	12361-12465 Lewis Street	Garden Grove	CA	92840	Orange	Office	148,271	Sq. Ft.	883,122.54	 	 	 	 	 	 
	3.19	Barclays Bank PLC	Garden Grove Town Center	9918 West Katella Avenue and 11021 Brookhurst Street	Garden Grove	CA	92840	Orange	Retail	12,610	Sq. Ft.	687,409.25	 	 	 	 	 	 
	3.2	Barclays Bank PLC	30th Street Commerce Center	3005 East Palmdale Boulevard	Palmdale	CA	93550	Los Angeles	Retail	33,020	Sq. Ft.	368,143.65	 	 	 	 	 	 
	3.21	Barclays Bank PLC	Mt. Vernon Commerce Center	851 South Mount Vernon Avenue	Colton	CA	92324	San Bernardino	Industrial	29,600	Sq. Ft.	344,316.53	 	 	 	 	 	 
	3.22	Barclays Bank PLC	Anaheim Stadium Industrial	2419 & 2423 East Winston Road and 1321 & 1341 Sunkist Street	Anaheim	CA	92806	Orange	Industrial	89,931	Sq. Ft.	343,436.54	 	 	 	 	 	 
	3.23	Barclays Bank PLC	25th Street Commerce Center	2501-2505 East Palmdale Boulevard	Palmdale	CA	93550	Los Angeles	Retail	17,488	Sq. Ft.	253,895.18	 	 	 	 	 	 
	3.24	Barclays Bank PLC	Fresno Airport	1901-1991 North Gateway Boulevard	Fresno	CA	93727	Fresno	Office	52,527	Sq. Ft.	196,249.45	 	 	 	 	 	 
	4	Barclays Bank PLC	Southpoint Office Center	1600, 1650 and 1700 West 82nd Street 	Bloomington	MN	55420	Hennepin	Office	366,808	Sq. Ft.	37,200,000.00	37,200,000.00	Interest-only, Amortizing Balloon	184,201.41 	Actual/360	4.3050000%	0.0185700%
	5	Barclays Bank PLC	ExchangeRight Net Leased Portfolio #19	Various	Various	Various	Various	Various	Various	257,355	Sq. Ft.	35,840,000.00	35,840,000.00	Interest-only, Balloon	122,739.93 	Actual/360	4.0533000%	0.0460700%
	5.01	Barclays Bank PLC	Hobby Lobby - Warner Robins (Watson), GA	2987 Watson Boulevard	Warner Robins	GA	31093	Houston	Retail	55,000	Sq. Ft.	4,440,000.00	 	 	 	 	 	 
	5.02	Barclays Bank PLC	Fresenius Medical Care - Chicago (Bishop), IL	4616 South Bishop Street	Chicago	IL	60609	Cook	Office	10,277	Sq. Ft.	3,260,000.00	 	 	 	 	 	 
	5.03	Barclays Bank PLC	Walgreens - Franklin (Center), TN	1008 Center Point Place	Franklin	TN	37064	Williamson	Retail	13,650	Sq. Ft.	3,020,000.00	 	 	 	 	 	 
	5.04	Barclays Bank PLC	Walgreens - Gainesville (13th), FL	1615 Northwest 13th Street	Gainesville	FL	32609	Alachua	Retail	13,905	Sq. Ft.	2,992,481.00	 	 	 	 	 	 
	5.05	Barclays Bank PLC	Walgreens - Houston (Wallisville), TX	15111 Wallisville Road	Houston	TX	77049	Harris	Retail	15,120	Sq. Ft.	2,800,000.00	 	 	 	 	 	 
	5.06	Barclays Bank PLC	Verizon Wireless - Gastonia (Franklin), NC	3090 East Franklin Boulevard	Gastonia	NC	28056	Gaston	Retail	5,069	Sq. Ft.	2,090,000.00	 	 	 	 	 	 
	5.07	Barclays Bank PLC	CVS Pharmacy - Rome (Maple), GA	1915 Maple Avenue Southwest	Rome	GA	30161	Floyd	Retail	10,167	Sq. Ft.	1,790,000.00	 	 	 	 	 	 
	5.08	Barclays Bank PLC	Napa Auto Parts - Rockford (State), IL	5350 East State Street	Rockford	IL	61108	Winnebago	Retail	14,860	Sq. Ft.	1,500,000.00	 	 	 	 	 	 
	5.09	Barclays Bank PLC	Fresenius Medical Care - Lithonia (Evans), GA	2701 Evans Mill Road	Lithonia	GA	30337	DeKalb	Office	7,740	Sq. Ft.	1,420,000.00	 	 	 	 	 	 
	5.10	Barclays Bank PLC	Advance Auto Parts - El Paso (Doniphan), TX	5372 Doniphan Drive	El Paso	TX	79932	El Paso	Retail	11,250	Sq. Ft.	1,400,000.00	 	 	 	 	 	 
	5.11	Barclays Bank PLC	Dollar General - Xenia (Dayton), OH	441 Dayton Avenue	Xenia	OH	45385	Greene	Retail	10,566	Sq. Ft.	1,380,000.00	 	 	 	 	 	 
	5.12	Barclays Bank PLC	Dollar General - Lakeland (Knights), FL	4336 Knights Station Road	Lakeland	FL	33810	Polk	Retail	9,026	Sq. Ft.	1,190,000.00	 	 	 	 	 	 
	5.13	Barclays Bank PLC	Dollar General - Nashville (Stewarts), TN	541 Stewarts Ferry Pike	Nashville	TN	37214	Davidson	Retail	12,406	Sq. Ft.	1,170,000.00	 	 	 	 	 	 
	5.14	Barclays Bank PLC	Dollar General - Fairborn (Maple), OH	1854 South Maple Avenue	Fairborn	OH	45324	Greene	Retail	9,100	Sq. Ft.	1,037,122.00	 	 	 	 	 	 
	5.15	Barclays Bank PLC	Dollar General - Johnson City (Broadway), TN	411 South Broadway Street	Johnson City	TN	37601	Washington	Retail	9,026	Sq. Ft.	985,000.00	 	 	 	 	 	 
	5.16	Barclays Bank PLC	Dollar General - Mableton (Mableton), GA	6906 Mableton Parkway	Mableton	GA	30126	Cobb	Retail	9,026	Sq. Ft.	960,000.00	 	 	 	 	 	 
	5.17	Barclays Bank PLC	Dollar General - Trotwood (Salem), OH	4000 Salem Avenue	Trotwood	OH	45406	Montgomery	Retail	7,489	Sq. Ft.	950,000.00	 	 	 	 	 	 
	5.18	Barclays Bank PLC	Advance Auto Parts - Beavercreek (Fairfield), OH	1205 North Fairfield Road	Beavercreek	OH	45432	Greene	Retail	6,895	Sq. Ft.	929,718.00	 	 	 	 	 	 
	5.19	Barclays Bank PLC	Napa Auto Parts - Woodstock (Lake), IL	855 Lake Avenue	Woodstock	IL	60098	McHenry	Retail	8,657	Sq. Ft.	900,000.00	 	 	 	 	 	 
	5.2	Barclays Bank PLC	Dollar General - San Angelo (Lutheran), TX	3515 Lutheran Way	San Angelo	TX	76904	Tom Green	Retail	9,100	Sq. Ft.	880,000.00	 	 	 	 	 	 
	5.21	Barclays Bank PLC	Dollar General - Rosenberg (Highway 36), TX	6807 Highway 36 South	Rosenberg	TX	77471	Fort Bend	Retail	9,026	Sq. Ft.	745,679.00	 	 	 	 	 	 
	6	Barclays Bank PLC	Houston Distribution Center	1800 North Mason Road	Katy	TX	77449	Harris	Industrial	1,500,596	Sq. Ft.	35,000,000.00	34,949,034.29	Amortizing Balloon	190,915.15 	Actual/360	5.1410000%	0.0147700%
	7	WFB	Apple Campus 3	222 North Wolfe Road	Sunnyvale	CA	94085	Santa Clara	Office	882,657	Sq. Ft.	30,000,000.00	30,000,000.00	Interest-only, ARD	85,292.85 	Actual/360	3.3649780%	0.0160200%
	8	RMF	Walmart Supercenter Houston	5405 South Rice Avenue	Houston	TX	77081	Harris	Retail	177,514	Sq. Ft.	26,500,000.00	26,500,000.00	Interest-only, Balloon	99,411.81 	Actual/360	4.4400000%	0.0185700%
	9	WFB	35 Waterview Boulevard	35 Waterview Boulevard	Parsippany	NJ	07054	Morris	Office	172,498	Sq. Ft.	22,000,000.00	22,000,000.00	Interest-only, Amortizing Balloon	116,292.31 	Actual/360	4.8650000%	0.0185700%
	10	WFB	FedEx Distribution Center	6840 Pontius Road	Groveport	OH	43125	Franklin	Industrial	305,250	Sq. Ft.	21,100,000.00	21,100,000.00	Interest-only, Balloon	84,859.12 	Actual/360	4.7600000%	0.0185700%
	11	BSP	Riverside and Rialto Industrial Portfolio	Various	Various	CA	Various	Various	Industrial 	407,112	Sq. Ft.	21,000,000.00	21,000,000.00	Interest-only, Balloon	88,537.85 	Actual/360	4.9900000%	0.0185700%
	11.01	BSP	Riverside Industrial	12155 Magnolia Circle 	Riverside	CA	92503	Riverside	Industrial 	317,512	Sq. Ft.	17,700,000.00	 	 	 	 	 	 
	11.02	BSP	Rialto Industrial	2016 South Lilac Avenue	Rialto	CA	92376	San Bernardino 	Industrial	89,600	Sq. Ft.	3,300,000.00	 	 	 	 	 	 
	12	RMF	Albany Capital Self Storage Portfolio	Various	Various	Various	Various	Various	Self Storage	237,275	Sq. Ft.	21,000,000.00	21,000,000.00	Interest-only, Amortizing Balloon	114,406.88 	Actual/360	5.1300000%	0.0185700%
	12.01	RMF	Prime Altamont (Rotterdam)	1110 Altamont Avenue	Schenectady	NY	12303	Schenectady	Self Storage	74,500	Sq. Ft.	5,900,000.00	 	 	 	 	 	 
	12.02	RMF	Prime Pittsfield	901 Crane Avenue	Pittsfield	MA	1201	Berkshire	Self Storage	52,050	Sq. Ft.	5,150,000.00	 	 	 	 	 	 
	12.03	RMF	Prime Cohoes	50 Oliver Street	Cohoes	NY	12047	Albany	Self Storage	59,350	Sq. Ft.	5,150,000.00	 	 	 	 	 	 
	12.04	RMF	Prime Albany (Central Ave)	1025 Central Avenue	Albany	NY	11205	Albany	Self Storage	51,375	Sq. Ft.	4,800,000.00	 	 	 	 	 	 
	13	WFB	Forest Office Park	1610 Forest Avenue; 1604 and 1606 Santa Rosa Road; 8004 Franklin Farms Drive; 1602 Rolling Hills Drive	Richmond	VA	23229	Henrico	Office	229,065	Sq. Ft.	18,000,000.00	18,000,000.00	Interest-only, Balloon	64,027.08 	Actual/360	4.2100000%	0.0485700%
	14	BSP	Connecticut Industrial Portfolio	Various	Meriden	CT	06450	New Haven	Industrial	568,084	Sq. Ft.	16,850,000.00	16,850,000.00	Interest-only, Amortizing Balloon	89,222.73 	Actual/360	4.8800000%	0.0185700%
	14.01	BSP	550 Research Parkway	550 Research Parkway	Meriden	CT	06450	New Haven	Industrial	326,751	Sq. Ft.	9,200,000.00	 	 	 	 	 	 
	14.02	BSP	160 Corporate Court	160 Corporate Court	Meriden	CT	06450	New Haven	Industrial	241,333	Sq. Ft.	7,650,000.00	 	 	 	 	 	 
	15	Barclays Bank PLC	Galleria Oaks	13376 North Research Boulevard	Austin	TX	78750	Travis	Retail	98,522	Sq. Ft.	16,000,000.00	15,976,436.97	Amortizing Balloon	86,283.03 	Actual/360	5.0400000%	0.0185700%
	16	BSP	Brookstone Crossing	2010 Curtis Drive Northeast	Atlanta	GA	30319	DeKalb	Multifamily	199	Units	15,000,000.00	15,000,000.00	Interest-only, Amortizing Balloon	80,523.24 	Actual/360	5.0000000%	0.0185700%
	17	WFB	Corvac Composites Portfolio	Various	Various	Various	Various	Various	Industrial	514,462	Sq. Ft.	13,330,000.00	13,330,000.00	Interest-only, Amortizing ARD	70,099.13 	Actual/360	4.8200000%	0.0485700%
	17.01	WFB	4450 36th Street	4450 36th Street Southeast	Kentwood	MI	49512	Kent	Industrial	182,102	Sq. Ft.	5,400,000.00	 	 	 	 	 	 
	17.02	WFB	1025 North Washington Street	1025 North Washington Street	Greenfield	OH	45123	Highland	Industrial	174,860	Sq. Ft.	4,320,000.00	 	 	 	 	 	 
	17.03	WFB	390 Industrial Drive North	390 Industrial Drive North	Morgantown	KY	42261	Butler	Industrial	93,750	Sq. Ft.	2,280,000.00	 	 	 	 	 	 
	17.04	WFB	223 Industrial Drive South	223 Industrial Drive South	Morgantown	KY	42261	Butler	Industrial	63,750	Sq. Ft.	1,330,000.00	 	 	 	 	 	 
	18	BSP	Oxford Alabama Hotel Portfolio	Various	Oxford	AL	36203	Calhoun	Hospitality	173	Rooms	13,000,000.00	12,974,508.03	Amortizing Balloon	75,845.30 	Actual/360	4.9800000%	0.0185700%
	18.01	BSP	Courtyard Anniston Oxford by Marriott 	289 Colonial Drive	Oxford	AL	36203	Calhoun	Hospitality	92	Rooms	6,800,000.00	 	 	 	 	 	 
	18.02	BSP	Fairfield Inn & Suites Anniston Oxford	143 Colonial Drive	Oxford	AL	36203	Calhoun	Hospitality	81	Rooms	6,200,000.00	 	 	 	 	 	 
	19	Barclays Bank PLC	Villa Sierra & Wyndchase Apartments	Various	El Paso	TX	Various	El Paso	Multifamily	393	Units	12,900,650.00	12,900,650.00	Interest-only, Balloon	41,975.34 	Actual/360	3.8510000%	0.0660700%
	19.01	Barclays Bank PLC	Villa Sierra Apartment Homes	2435 McKinley Avenue	El Paso	TX	79930	El Paso	Multifamily	243	Units	7,740,390.00	 	 	 	 	 	 
	19.02	Barclays Bank PLC	Wyndchase Apartment Homes	1601 McRae Boulevard	El Paso	TX	79925	El Paso	Multifamily	150	Units	5,160,260.00	 	 	 	 	 	 
	20	WFB	WestRock Industrial	2626 South Maple Avenue	Fresno	CA	93725	Fresno	Industrial	502,300	Sq. Ft.	10,500,000.00	10,500,000.00	Amortizing Balloon	56,816.32 	Actual/360	5.0700000%	0.0485700%
	21	WFB	Hilton Garden Inn Yuma Pivot Point	200 and 310 North Madison Avenue	Yuma	AZ	85364	Yuma	Hospitality	150	Rooms	10,000,000.00	9,984,918.65	Amortizing Balloon	52,648.02 	Actual/360	4.8300000%	0.0185700%
	22	WFB	Mill Creek	3260 & 3264 Buford Drive	Buford	GA	30519	Gwinnett	Retail	36,358	Sq. Ft.	9,769,000.00	9,769,000.00	Interest-only, Amortizing Balloon	51,431.85 	Actual/360	4.8300000%	0.0660700%
	23	Barclays Bank PLC	930 Harvest Drive	930 Harvest Drive	Blue Bell	PA	19422	Montgomery	Office	121,994	Sq. Ft.	9,600,000.00	9,600,000.00	Amortizing Balloon	50,309.86 	Actual/360	4.7900000%	0.0185700%
	24	CIIICM	Fairfield Inn & Suites - Willow Grove	2440 Maryland Road	Willow Grove	PA	19090	Montgomery	Hospitality	108	Rooms	8,700,000.00	8,615,217.02	Amortizing Balloon	57,608.57 	Actual/360	5.0400000%	0.0185700%
	25	WFB	2900 Westchester	2900 Westchester Avenue 	Purchase	NY	10577	Westchester	Office	95,157	Sq. Ft.	8,500,000.00	8,487,282.67	Amortizing Balloon	45,111.77 	Actual/360	4.9000000%	0.0185700%
	26	CIIICM	Twin Oaks Shopping Center	2717 Eastern Boulevard	Montgomery	AL	36117	Montgomery	Retail	97,189	Sq. Ft.	8,025,000.00	8,025,000.00	Interest-only, Amortizing Balloon	45,414.13 	Actual/360	5.4700000%	0.0185700%
	27	WFB	Lakeville and Marina	2080 Lakeville Highway	Petaluma	CA	94954	Sonoma	Mixed Use	72,157	Sq. Ft.	7,930,000.00	7,930,000.00	Interest-only, Amortizing Balloon	40,652.70 	Actual/360	4.6000000%	0.0485700%
	28	RMF	ACG Conlon MHC Portfolio V	Various	Various	Various	Various	Various	Manufactured Housing Community	349	Pads	7,640,000.00	7,640,000.00	Interest-only, Amortizing Balloon	43,475.00 	Actual/360	5.5200000%	0.0185700%
	28	RMF	Sleepy Hollow MHC	2833 NC-87	Graham	NC	27253	Alamance	Manufactured Housing Community	98	Pads	2,120,000.00	 	 	 	 	 	 
	28	RMF	Maple Creek MHC	800 South Main Street	Greer	SC	29650	Greenville	Manufactured Housing Community	78	Pads	2,070,000.00	 	 	 	 	 	 
	28	RMF	Pinebrook MHC	100 Daytona Drive	Spartanburg	SC	29303	Spartanburg	Manufactured Housing Community	93	Pads	1,890,000.00	 	 	 	 	 	 
	28	RMF	Old Pendleton MHC	100 Denise Road	Powdersville	SC	29642	Anderson	Manufactured Housing Community	80	Pads	1,560,000.00	 	 	 	 	 	 
	29	Barclays Bank PLC	2222-2226 Cleveland Avenue	2222-2226 Cleveland Avenue	Santa Rosa	CA	95403	Sonoma	Retail	49,990	Sq. Ft.	7,535,000.00	7,535,000.00	Interest-only, Balloon	24,593.32 	Actual/360	3.8630000%	0.0185700%
	30	BSP	Wichita MHP Portfolio	Various	Wichita	KS	67216	Sedgwick	Manufactured Housing Community	499	Pads	7,200,000.00	7,200,000.00	Interest-only, Amortizing Balloon	38,081.14 	Actual/360	4.8700000%	0.0185700%
	30	BSP	River Oaks MHP	5445 South Hydraulic Avenue	Wichita	KS	67216	Sedgwick	Manufactured Housing Community	277	Pads	4,060,000.00	 	 	 	 	 	 
	30	BSP	Lamp Lighter MHP	2320 East MacArthur Road	Wichita	KS	67216	Sedgwick	Manufactured Housing Community	222	Pads	3,140,000.00	 	 	 	 	 	 
	31	WFB	Ascension Crossing Shopping Center	1831 & 1861 Brown Boulevard; 2455 & 2475 Ascension Boulevard	Arlington	TX	76006	Tarrant	Retail	90,118	Sq. Ft.	7,155,000.00	7,155,000.00	Interest-only, Amortizing Balloon	36,444.89 	Actual/360	4.5450000%	0.0185700%
	32	BSP	Arizona MHC Portfolio II	Various	Various	AZ	Various	Various	Manufactured Housing Community	279	Pads	6,331,000.00	6,308,669.95	Amortizing Balloon	36,826.20 	Actual/360	4.9500000%	0.0185700%
	32	BSP	Desert Royal	661 East 32nd Street 	Yuma 	AZ	85365	Yuma	Manufactured Housing Community	92	Pads	2,275,000.00	 	 	 	 	 	 
	32	BSP	Los Ranchitos	5475 South Country Club Road	Tucson	AZ	85706	Pima	Manufactured Housing Community	62	Pads	1,371,500.00	 	 	 	 	 	 
	32	BSP	Downtown	201 South Norris Avenue	Tucson	AZ	85719	Pima	Manufactured Housing Community	58	Pads	1,189,500.00	 	 	 	 	 	 
	32	BSP	Black Mountain Estates	4121 West Tetakusim Road	Tucson	AZ	85746	Pima	Manufactured Housing Community	34	Pads	780,000.00	 	 	 	 	 	 
	32	BSP	Covered Wagon	3730 East Lee Street	Tucson	AZ	85716	Pima	Manufactured Housing Community	33	Pads	715,000.00	 	 	 	 	 	 
	33	CIIICM	Holiday Inn Express - Waldorf	11370 Days Court	Waldorf	MD	20603	Charles	Hospitality	91	Rooms	6,240,000.00	6,240,000.00	Amortizing Balloon	35,822.53 	Actual/360	5.6000000%	0.0185700%
	34	RMF	All Seasons Mobile Home Park	2300 State Route 14	Deerfield	OH	44411	Portage	Manufactured Housing Community	203	Pads	6,200,000.00	6,191,625.01	Amortizing Balloon	36,536.77 	Actual/360	5.8400000%	0.0185700%
	35	Barclays Bank PLC	8000 Jarvis Avenue	8000 Jarvis Avenue	Newark	CA	94560	Alameda	Office	49,580	Sq. Ft.	6,100,000.00	6,100,000.00	Interest-only, Balloon	23,105.09 	Actual/360	4.4830000%	0.0185700%
	36	WFB	Newport News Flex Portfolio	300, 310, 311, 320, 321, 322, 330 Ed Wright Lane; 309 Bell King Road	Newport News	VA	23606	Newport News City	Industrial	154,799	Sq. Ft.	5,590,000.00	5,581,904.19	Amortizing Balloon	30,660.78 	Actual/360	5.1900000%	0.0185700%
	37	RMF	Comfort Inn - Blythewood	436 McNulty Street	Blythewood	SC	29016	Richland	Hospitality	75	Rooms	5,250,000.00	5,250,000.00	Amortizing Balloon	32,869.64 	Actual/360	5.7000000%	0.0185700%
	38	WFB	Holiday Inn Express Greenville Airport	2681 Dry Pocket Road	Greer	SC	29650	Greenville	Hospitality	83	Rooms	4,970,000.00	4,962,888.80	Amortizing Balloon	27,598.64 	Actual/360	5.3000000%	0.0185700%
	39	RMF	M2i Retail	1011-1071 Market Street	San Diego	CA	92101	San Diego	Retail	12,947	Sq. Ft.	4,850,000.00	4,850,000.00	Interest-only, Amortizing Balloon	28,149.42 	Actual/360	5.7000000%	0.0760700%
	40	CIIICM	Elliot Medical Complex	1018 North Mound Street	Nacogdoches	TX	75961	Nacogdoches	Office	22,656	Sq. Ft.	4,668,000.00	4,668,000.00	Interest-only, Amortizing Balloon	25,719.07 	Actual/360	5.2300000%	0.0185700%
	41	WFB	Hayward Industrial Park - CA	1930-1932 West Winton Avenue	Hayward	CA	94545	Alameda	Industrial	78,427	Sq. Ft.	4,550,000.00	4,550,000.00	Interest-only, Amortizing Balloon	22,730.90 	Actual/360	4.3800000%	0.0185700%
	42	CIIICM	Front Range MHP Portfolio	Various	Various	CO	Various	Various	Manufactured Housing Community	104	Pads	4,075,000.00	4,075,000.00	Interest-only, Amortizing Balloon	22,351.10 	Actual/360	5.1900000%	0.0185700%
	42.01	CIIICM	Pleasant View Estates	15150 South Golden Road	Golden	CO	80401	Jefferson	Manufactured Housing Community	54	Pads	2,104,000.00	 	 	 	 	 	 
	42.02	CIIICM	Suburban Estates	16431 East Colfax Avenue	Aurora	CO	80011	Adams	Manufactured Housing Community	50	Pads	1,971,000.00	 	 	 	 	 	 
	43	Barclays Bank PLC	Metropolitan Medical Complex 	13650, 13670 and 13710 Metropolis Avenue	Fort Myers	FL	33912	Lee	Office	33,797	Sq. Ft.	4,000,000.00	4,000,000.00	Interest-only, Balloon	16,087.04 	Actual/360	4.7600000%	0.0185700%
	44	CIIICM	SSA MHP Portfolio	Various	Various	Various	Various	Various	Manufactured Housing Community	235	Pads	3,712,500.00	3,712,500.00	Amortizing Balloon	21,665.14 	Actual/360	5.7500000%	0.0185700%
	44.01	CIIICM	Bellevue MHP	23951 15 Mile Road	Bellevue	MI	49021	Calhoun	Manufactured Housing Community	76	Pads	1,334,000.00	 	 	 	 	 	 
	44.02	CIIICM	Edgewood MHP	3834 Dayton Springfield Road	Springfield	OH	45502	Clark	Manufactured Housing Community	55	Pads	882,000.00	 	 	 	 	 	 
	44.03	CIIICM	Camelot South MHP	3402 OH-109	Delta	OH	43515	Fulton	Manufactured Housing Community	50	Pads	797,500.00	 	 	 	 	 	 
	44.04	CIIICM	Valley View MHP	2507 North Fifth Street	Quincy	IL	62305	Adams	Manufactured Housing Community	54	Pads	699,000.00	 	 	 	 	 	 
	45	CIIICM	Parklane and North Dohr Apartments	Various	Various	NY	Various	Monroe	Multifamily	87	Units	3,575,000.00	3,545,974.73	Amortizing Balloon	19,344.61 	Actual/360	5.0700000%	0.0185700%
	45.01	CIIICM	North Dohr Apartments	1230 - 1248 Latta Road	Greece	NY	14612	Monroe	Multifamily	50	Units	2,103,000.00	 	 	 	 	 	 
	45.02	CIIICM	Parklane Apartments	2475 Saint Paul Boulevard	Irondequoit	NY	14617	Monroe	Multifamily	37	Units	1,472,000.00	 	 	 	 	 	 
	46	CIIICM	Vero Beach Retail Portfolio	Various	Vero Beach	FL	Various	Indian River	Retail	42,474	Sq. Ft.	3,500,000.00	3,500,000.00	Amortizing Balloon	19,479.16 	Actual/360	5.3200000%	0.0185700%
	46.01	CIIICM	The Shops of Vero Beach	703-725 17th Street	Vero Beach	FL	32960	Indian River	Retail	24,000	Sq. Ft.	2,228,000.00	 	 	 	 	 	 
	46.02	CIIICM	Tropic Square Shopping Center	600 6th Avenue	Vero Beach	FL	32962	Indian River	Retail	18,474	Sq. Ft.	1,272,000.00	 	 	 	 	 	 
	47	CIIICM	College MHC	6160 South 6th Street	Milwaukee	WI	53221	Milwaukee	Manufactured Housing Community	132	Pads	3,300,000.00	3,300,000.00	Interest-only, Amortizing Balloon	17,836.32 	Actual/360	5.0600000%	0.0185700%
	48	CIIICM	Hays Mobile Home Parks	700 East 6th Street; 122 Burgundy Lane; 1500 West 27th Street	Hays	KS	67601	Ellis	Manufactured Housing Community	267	Pads	3,175,000.00	3,164,296.71	Amortizing Balloon	17,788.98 	Actual/360	5.3800000%	0.0185700%
	49	CIIICM	Shoppes of Crossroads Commons	120-148 Crossroads Drive	Plover	WI	54467	Portage	Retail	14,336	Sq. Ft.	3,100,000.00	3,084,875.88	Amortizing Balloon	16,546.87 	Actual/360	4.9500000%	0.0185700%
	50	CIIICM	Branson Self Storage	1174 State Highway T; 1385 Bee Creek Road; 4081 East Highway 76; 4329 Highway 176; 10772 East Highway 76	Branson, Merriam Woods, Kirbyville, & Forsyth	MO	65616	Taney	Self Storage	120,769	Sq. Ft.	3,000,000.00	3,000,000.00	Amortizing Balloon	17,071.33 	Actual/360	5.5200000%	0.0185700%
	51	CIIICM	Lynchburg MHP Portfolio	Various	Various	VA	Various	Various	Manufactured Housing Community	160	Pads	2,900,000.00	2,900,000.00	Interest-only, Amortizing Balloon	16,031.87 	Actual/360	5.2600000%	0.0185700%
	51.01	CIIICM	Briarwood MHP	3 Spark Lane	Rustburg	VA	24550	Campbell	Manufactured Housing Community	62	Pads	1,124,000.00	 	 	 	 	 	 
	51.02	CIIICM	Buffalo Creek MHP	1 Big Horn Drive	Evington	VA	24550	Campbell	Manufactured Housing Community	57	Pads	1,033,000.00	 	 	 	 	 	 
	51.03	CIIICM	Coolwell MHP	101 Hampshire Drive	Monroe	VA	24574	Amherst	Manufactured Housing Community	41	Pads	743,000.00	 	 	 	 	 	 
	52	CIIICM	Bonnet Lake MHP	2825 FL-17	Avon Park	FL	33825	Highlands	Manufactured Housing Community	125	Pads	2,790,000.00	2,790,000.00	Interest-only, Amortizing Balloon	15,079.80 	Actual/360	5.0600000%	0.0185700%
	53	CIIICM	Emerald Hills Shopping Center	75 South Sutton Road	Streamwood	IL	60107	Cook	Retail	20,604	Sq. Ft.	2,700,000.00	2,700,000.00	Amortizing Balloon	15,415.11 	Actual/360	5.5500000%	0.0185700%
	54	CIIICM	D&B Storage	1245 McNamara Road	Crescent City	CA	95531	Del Norte	Self Storage	54,364	Sq. Ft.	2,700,000.00	2,693,508.43	Amortizing Balloon	15,077.17 	Actual/360	5.3500000%	0.0185700%
	55	CIIICM	Tallahatchie Self Storage	400 Park Plaza Drive	New Albany	MS	38652	Union	Self Storage	86,400	Sq. Ft.	2,625,000.00	2,618,574.00	Amortizing Balloon	14,479.09 	Actual/360	5.2400000%	0.0185700%
	56	RMF	Greenbriar Apartments	1815 Rivermont Avenue	Lynchburg	VA	24503	Lynchburg City	Multifamily	80	Units	2,600,000.00	2,600,000.00	Amortizing Balloon	16,110.24 	Actual/360	6.3100000%	0.0185700%
	57	CIIICM	Hammondell MHP	5601 Cypress Gardens Road	Winter Haven	FL	33884	Polk	Manufactured Housing Community	114	Pads	2,451,000.00	2,451,000.00	Interest-only, Amortizing Balloon	13,247.52 	Actual/360	5.0600000%	0.0185700%
	58	CIIICM	Colorado Self Storage	3132 Mallard Drive	Colorado Springs	CO	80910	El Paso	Self Storage	38,724	Sq. Ft.	2,319,000.00	2,319,000.00	Interest-only, Amortizing Balloon	12,307.55 	Actual/360	4.9000000%	0.0185700%
	59	CIIICM	Handy Self Storage	2045 Coronado Parkway	Thornton	CO	80229	Adams	Self Storage	32,213	Sq. Ft.	2,181,000.00	2,181,000.00	Interest-only, Amortizing Balloon	11,575.15 	Actual/360	4.9000000%	0.0185700%
	60	CIIICM	Marshfield MHP	2215 South Maple Avenue	Marshfield	WI	54449	Wood	Manufactured Housing Community	190	Pads	2,070,000.00	2,065,207.18	Amortizing Balloon	11,857.34 	Actual/360	5.5800000%	0.0185700%
	61	WFB	Rancier Mini Storage	1003 North 38th Street	Killeen	TX	76543	Bell	Self Storage	47,794	Sq. Ft.	1,950,000.00	1,950,000.00	Interest-only, Amortizing Balloon	10,230.97 	Actual/360	4.8000000%	0.0185700%
	62	WFB	O’Reilly Auto Parts - Miami, FL	19870 Southwest 127th Avenue	Miami	FL	33177	Miami-Dade	Retail	7,225	Sq. Ft.	1,618,500.00	1,616,083.96	Amortizing Balloon	8,609.50 	Actual/360	4.9200000%	0.0185700%
	63	CIIICM	Badger MHP	6405 South 27th Street	Franklin	WI	53132	Milwaukee	Manufactured Housing Community	54	Pads	1,425,000.00	1,416,828.47	Amortizing Balloon	7,789.66 	Actual/360	5.1600000%	0.0185700%


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2018-C43	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Net Mortgage Rate	Payment Due Date	Stated Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date	ARD Mortgage Rate After Anticipated Repayment Date	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)	Amortization Term (Original) (Mos.)	Amortization Term (Remaining) (Mos.)	Cross Collateralized and Cross Defaulted Loan Flag	Prepayment Provisions	Ownership Interest	Grace Period Late (Days)	Engineering Escrow / Deferred Maintenance ($)	Tax Escrow (Initial)
	1	Barclays Bank PLC	Moffett Towers II - Building 2	3.6003300%	6	12/6/2027	NAP	NAP	120	117	360	360	NAP	L(27),D(86),O(7)	Fee	0	0 	0 
	2	WFB	Airport Business Center	4.3589800%	7	2/7/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0 	52,146 
	3	Barclays Bank PLC	The SoCal Portfolio	4.8739800%	6	2/6/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(89),O(6)	Various	0	977,151 	0 
	3.01	Barclays Bank PLC	Aliso Viejo Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Barclays Bank PLC	Transpark Commerce	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	Barclays Bank PLC	Wimbledon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	Barclays Bank PLC	Palmdale Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	Barclays Bank PLC	Sierra Gateway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	Barclays Bank PLC	Fresno Industrial Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	Barclays Bank PLC	Upland Freeway 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	Barclays Bank PLC	Commerce Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	Barclays Bank PLC	Moreno Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	Barclays Bank PLC	Airport One Office Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	Barclays Bank PLC	Colton Courtyard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	Barclays Bank PLC	The Abbey Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	Barclays Bank PLC	Upland Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	Barclays Bank PLC	Diamond Bar	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	Barclays Bank PLC	Atlantic Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	Barclays Bank PLC	Ming Office Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	Barclays Bank PLC	10th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	Barclays Bank PLC	Cityview Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	Barclays Bank PLC	Garden Grove Town Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	Barclays Bank PLC	30th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	Barclays Bank PLC	Mt. Vernon Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	Barclays Bank PLC	Anaheim Stadium Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	Barclays Bank PLC	25th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	Barclays Bank PLC	Fresno Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays Bank PLC	Southpoint Office Center	4.2864300%	6	2/6/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0 	393,930 
	5	Barclays Bank PLC	ExchangeRight Net Leased Portfolio #19	4.0072300%	6	1/6/2028	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	0	56,584 	90,618 
	5.01	Barclays Bank PLC	Hobby Lobby - Warner Robins (Watson), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	Barclays Bank PLC	Fresenius Medical Care - Chicago (Bishop), IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	Barclays Bank PLC	Walgreens - Franklin (Center), TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	Barclays Bank PLC	Walgreens - Gainesville (13th), FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	Barclays Bank PLC	Walgreens - Houston (Wallisville), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	Barclays Bank PLC	Verizon Wireless - Gastonia (Franklin), NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	Barclays Bank PLC	CVS Pharmacy - Rome (Maple), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	Barclays Bank PLC	Napa Auto Parts - Rockford (State), IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	Barclays Bank PLC	Fresenius Medical Care - Lithonia (Evans), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	Barclays Bank PLC	Advance Auto Parts - El Paso (Doniphan), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	Barclays Bank PLC	Dollar General - Xenia (Dayton), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	Barclays Bank PLC	Dollar General - Lakeland (Knights), FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	Barclays Bank PLC	Dollar General - Nashville (Stewarts), TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	Barclays Bank PLC	Dollar General - Fairborn (Maple), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	Barclays Bank PLC	Dollar General - Johnson City (Broadway), TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.16	Barclays Bank PLC	Dollar General - Mableton (Mableton), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.17	Barclays Bank PLC	Dollar General - Trotwood (Salem), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.18	Barclays Bank PLC	Advance Auto Parts - Beavercreek (Fairfield), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.19	Barclays Bank PLC	Napa Auto Parts - Woodstock (Lake), IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.2	Barclays Bank PLC	Dollar General - San Angelo (Lutheran), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.21	Barclays Bank PLC	Dollar General - Rosenberg (Highway 36), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	Barclays Bank PLC	Houston Distribution Center	5.1262300%	1	2/1/2028	NAP	NAP	120	119	360	359	NAP	L(25),GRTR 1% or YM(91),O(4)	Fee	0	0 	0 
	7	WFB	Apple Campus 3	3.3489580%	6	1/6/2028	4/6/2031	The greatest of (i) the initial interest rate + 150 bps; (ii) the Swap Rate + 150 bps; or (iii) the default rate	120	118	IO	IO	NAP	L(26),D(87),O(7)	Fee	0	0 	0 
	8	RMF	Walmart Supercenter Houston	4.4214300%	6	3/6/2028	NAP	NAP	120	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	0 	0 
	9	WFB	35 Waterview Boulevard	4.8464300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	24,563 	85,267 
	10	WFB	FedEx Distribution Center	4.7414300%	11	3/11/2028	NAP	NAP	120	120	IO	IO	NAP	L(24),D(89),O(7)	Fee	0	0 	33,793 
	11	BSP	Riverside and Rialto Industrial Portfolio	4.9714300%	6	3/6/2028	NAP	NAP	120	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	50,940 	0 
	11.01	BSP	Riverside Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	BSP	Rialto Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	Albany Capital Self Storage Portfolio	5.1114300%	6	2/6/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	33,685 	87,143 
	12.01	RMF	Prime Altamont (Rotterdam)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Prime Pittsfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	RMF	Prime Cohoes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	RMF	Prime Albany (Central Ave)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	WFB	Forest Office Park	4.1614300%	11	1/11/2028	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	5	0 	32,019 
	14	BSP	Connecticut Industrial Portfolio	4.8614300%	6	3/6/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	86,125 	0 
	14.01	BSP	550 Research Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	BSP	160 Corporate Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	Barclays Bank PLC	Galleria Oaks	5.0214300%	6	2/6/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(88),O(7)	Fee	0	35,181 	60,571 
	16	BSP	Brookstone Crossing	4.9814300%	6	1/6/2028	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0	0 	93,075 
	17	WFB	Corvac Composites Portfolio	4.7714300%	11	3/11/2028	3/11/2034	The greater of (i) the initial interest rate + 300 bps; or (ii) the 10 year Swap Rate + 400 bps	120	120	360	360	NAP	L(24),GRTR 1% or YM(92),O(4)	Fee	5	0 	0 
	17.01	WFB	4450 36th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	WFB	1025 North Washington Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	WFB	390 Industrial Drive North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	WFB	223 Industrial Drive South	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	BSP	Oxford Alabama Hotel Portfolio	4.9614300%	6	2/6/2028	NAP	NAP	120	119	300	299	NAP	L(25),D(89),O(6)	Fee	0	17,750 	66,167 
	18.01	BSP	Courtyard Anniston Oxford by Marriott 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	BSP	Fairfield Inn & Suites Anniston Oxford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	Barclays Bank PLC	Villa Sierra & Wyndchase Apartments	3.7849300%	6	2/6/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	21,438 	43,137 
	19.01	Barclays Bank PLC	Villa Sierra Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	Barclays Bank PLC	Wyndchase Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	WFB	WestRock Industrial	5.0214300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	69,000 	8,217 
	21	WFB	Hilton Garden Inn Yuma Pivot Point	4.8114300%	11	2/11/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Leasehold	0	0 	0 
	22	WFB	Mill Creek	4.7639300%	11	2/11/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0 	50,875 
	23	Barclays Bank PLC	930 Harvest Drive	4.7714300%	6	3/6/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	3,750 	158,633 
	24	CIIICM	Fairfield Inn & Suites - Willow Grove	5.0214300%	11	11/11/2027	NAP	NAP	120	116	240	236	NAP	L(28),D(89),O(3)	Fee	0	0 	19,139 
	25	WFB	2900 Westchester	4.8814300%	11	2/11/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	533,438 	27,181 
	26	CIIICM	Twin Oaks Shopping Center	5.4514300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(90),O(6)	Fee	0	250,000 	23,977 
	27	WFB	Lakeville and Marina	4.5514300%	11	1/11/2028	NAP	NAP	120	118	360	360	NAP	L(26),D(89),O(5)	Fee	0	0 	44,076 
	28	RMF	ACG Conlon MHC Portfolio V	5.5014300%	6	3/6/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	19,125 	23,699 
	28	RMF	Sleepy Hollow MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Maple Creek MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Pinebrook MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Old Pendleton MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	Barclays Bank PLC	2222-2226 Cleveland Avenue	3.8444300%	6	1/6/2028	NAP	NAP	120	118	IO	IO	NAP	L(26),D(90),O(4)	Fee	0	0 	0 
	30	BSP	Wichita MHP Portfolio	4.8514300%	6	10/6/2027	NAP	NAP	120	115	360	360	NAP	L(29),GRTR 1% or YM(87),O(4)	Fee	0	6,250 	67,800 
	30	BSP	River Oaks MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	BSP	Lamp Lighter MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	WFB	Ascension Crossing Shopping Center	4.5264300%	11	12/11/2027	NAP	NAP	120	117	360	360	NAP	L(27),GRTR 1% or YM or D(86),O(7)	Fee	0	39,688 	14,026 
	32	BSP	Arizona MHC Portfolio II	4.9314300%	6	1/6/2028	NAP	NAP	120	118	300	298	NAP	L(26),D(90),O(4)	Fee	0	6,050 	4,217 
	32	BSP	Desert Royal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Los Ranchitos	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Downtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Black Mountain Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Covered Wagon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	CIIICM	Holiday Inn Express - Waldorf	5.5814300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	0 	15,450 
	34	RMF	All Seasons Mobile Home Park	5.8214300%	6	2/6/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	36,484 	0 
	35	Barclays Bank PLC	8000 Jarvis Avenue	4.4644300%	6	2/6/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(90),O(5)	Fee	0	0 	0 
	36	WFB	Newport News Flex Portfolio	5.1714300%	11	2/11/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0 	38,571 
	37	RMF	Comfort Inn - Blythewood	5.6814300%	6	3/6/2028	NAP	NAP	120	120	300	300	NAP	L(24),D(92),O(4)	Fee	0	3,375 	23,480 
	38	WFB	Holiday Inn Express Greenville Airport	5.2814300%	11	2/11/2023	NAP	NAP	60	59	360	359	NAP	L(25),D(31),O(4)	Fee	0	17,300 	13,040 
	39	RMF	M2i Retail	5.6239300%	6	2/6/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0 	41,521 
	40	CIIICM	Elliot Medical Complex	5.2114300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	313 	0 
	41	WFB	Hayward Industrial Park - CA	4.3614300%	11	2/11/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0 	0 
	42	CIIICM	Front Range MHP Portfolio	5.1714300%	11	12/11/2027	NAP	NAP	120	117	360	360	NAP	L(27),D(90),O(3)	Fee	0	61,563 	11,152 
	42.01	CIIICM	Pleasant View Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	CIIICM	Suburban Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	Barclays Bank PLC	Metropolitan Medical Complex 	4.7414300%	6	2/6/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	18,688 	15,667 
	44	CIIICM	SSA MHP Portfolio	5.7314300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	34,708 	19,896 
	44.01	CIIICM	Bellevue MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	CIIICM	Edgewood MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.03	CIIICM	Camelot South MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.04	CIIICM	Valley View MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	CIIICM	Parklane and North Dohr Apartments	5.0514300%	11	8/11/2027	NAP	NAP	120	113	360	353	NAP	L(31),D(86),O(3)	Fee	0	41,625 	68,583 
	45.01	CIIICM	North Dohr Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	CIIICM	Parklane Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	CIIICM	Vero Beach Retail Portfolio	5.3014300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	125,000 	17,188 
	46.01	CIIICM	The Shops of Vero Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	CIIICM	Tropic Square Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	CIIICM	College MHC	5.0414300%	11	2/11/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(92),O(3)	Fee	0	8,010 	9,597 
	48	CIIICM	Hays Mobile Home Parks	5.3614300%	11	12/11/2027	NAP	NAP	120	117	360	357	NAP	L(27),D(89),O(4)	Fee	0	51,000 	4,700 
	49	CIIICM	Shoppes of Crossroads Commons	4.9314300%	11	11/11/2027	NAP	NAP	120	116	360	356	NAP	L(28),D(89),O(3)	Fee	0	0 	24,731 
	50	CIIICM	Branson Self Storage	5.5014300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),GRTR 1% or YM(95),O(1)	Fee	0	0 	9,340 
	51	CIIICM	Lynchburg MHP Portfolio	5.2414300%	11	2/11/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(92),O(3)	Fee	0	85,313 	2,286 
	51.01	CIIICM	Briarwood MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.02	CIIICM	Buffalo Creek MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.03	CIIICM	Coolwell MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	CIIICM	Bonnet Lake MHP	5.0414300%	11	1/11/2028	NAP	NAP	120	118	360	360	NAP	L(26),D(91),O(3)	Fee	0	313 	8,947 
	53	CIIICM	Emerald Hills Shopping Center	5.5314300%	11	3/11/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	18,750 	35,392 
	54	CIIICM	D&B Storage	5.3314300%	11	1/11/2028	NAP	NAP	120	118	360	358	NAP	L(26),D(91),O(3)	Fee	0	35,583 	6,747 
	55	CIIICM	Tallahatchie Self Storage	5.2214300%	11	1/11/2028	NAP	NAP	120	118	360	358	NAP	L(26),D(91),O(3)	Fee	0	7,500 	9,753 
	56	RMF	Greenbriar Apartments	6.2914300%	6	3/6/2028	NAP	NAP	120	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	51,044 	0 
	57	CIIICM	Hammondell MHP	5.0414300%	11	1/11/2028	NAP	NAP	120	118	360	360	NAP	L(26),D(91),O(3)	Fee	0	7,938 	10,781 
	58	CIIICM	Colorado Self Storage	4.8814300%	11	12/11/2027	NAP	NAP	120	117	360	360	NAP	L(27),D(90),O(3)	Fee	0	625 	9,863 
	59	CIIICM	Handy Self Storage	4.8814300%	11	12/11/2027	NAP	NAP	120	117	360	360	NAP	L(27),D(90),O(3)	Fee	0	5,875 	10,994 
	60	CIIICM	Marshfield MHP	5.5614300%	11	1/11/2023	NAP	NAP	60	58	360	358	NAP	L(26),D(31),O(3)	Fee	0	362,813 	2,322 
	61	WFB	Rancier Mini Storage	4.7814300%	11	12/11/2027	NAP	NAP	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	0	0 	1,713 
	62	WFB	O’Reilly Auto Parts - Miami, FL	4.9014300%	11	2/11/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0 	0 
	63	CIIICM	Badger MHP	5.1414300%	11	10/11/2027	NAP	NAP	120	115	360	355	NAP	L(29),D(88),O(3)	Fee	0	52,175 	31,833 


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2018-C43	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Monthly Tax Escrow ($)	Tax Escrow - Cash or LoC	Tax Escrow - LoC Counterparty	Insurance Escrow (Initial)	Monthly Insurance Escrow ($)	Insurance Escrow - Cash or LoC	Insurance Escrow - LoC Counterparty	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(15)	Replacement Reserve Cap ($)	Replacement Reserve Escrow - Cash or LoC	Replacement Reserve Escrow - LoC Counterparty	Upfront TI/LC Reserve ($)	Monthly TI/LC Reserve ($)	TI/LC Reserve Cap ($)
	1	Barclays Bank PLC	Moffett Towers II - Building 2	111,859 	Cash	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	0 	0 	0 
	2	WFB	Airport Business Center	52,144 	Cash	NAP	31,883 	17,474 	Cash	NAP	0 	21,418 	525,000 	Cash	NAP	0 	73,015 	0 
	3	Barclays Bank PLC	The SoCal Portfolio	219,172 	NAP	NAP	0 	0 	NAP	NAP	0 	35,400 	1,000,000 	Cash	NAP	8,000,000 	228,586 	(i) 5,000,000 through and including 2/6/2023 payment date; (ii) 2,000,000 from and after 3/6/2023 payment date
	3.01	Barclays Bank PLC	Aliso Viejo Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Barclays Bank PLC	Transpark Commerce	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	Barclays Bank PLC	Wimbledon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	Barclays Bank PLC	Palmdale Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	Barclays Bank PLC	Sierra Gateway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	Barclays Bank PLC	Fresno Industrial Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	Barclays Bank PLC	Upland Freeway 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	Barclays Bank PLC	Commerce Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	Barclays Bank PLC	Moreno Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	Barclays Bank PLC	Airport One Office Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	Barclays Bank PLC	Colton Courtyard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	Barclays Bank PLC	The Abbey Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	Barclays Bank PLC	Upland Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	Barclays Bank PLC	Diamond Bar	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	Barclays Bank PLC	Atlantic Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	Barclays Bank PLC	Ming Office Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	Barclays Bank PLC	10th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	Barclays Bank PLC	Cityview Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	Barclays Bank PLC	Garden Grove Town Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	Barclays Bank PLC	30th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	Barclays Bank PLC	Mt. Vernon Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	Barclays Bank PLC	Anaheim Stadium Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	Barclays Bank PLC	25th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	Barclays Bank PLC	Fresno Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays Bank PLC	Southpoint Office Center	131,310 	Cash	NAP	0 	0 	NAP	NAP	1,000,000 	6,113 	0 	Cash	NAP	337,072 	30,567 	1,100,000 
	5	Barclays Bank PLC	ExchangeRight Net Leased Portfolio #19	16,962 	Cash	NAP	0 	0 	NAP	NAP	232,887 	1,725 	0 	Cash	NAP	500,000 	0 	0 
	5.01	Barclays Bank PLC	Hobby Lobby - Warner Robins (Watson), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	Barclays Bank PLC	Fresenius Medical Care - Chicago (Bishop), IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	Barclays Bank PLC	Walgreens - Franklin (Center), TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	Barclays Bank PLC	Walgreens - Gainesville (13th), FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	Barclays Bank PLC	Walgreens - Houston (Wallisville), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	Barclays Bank PLC	Verizon Wireless - Gastonia (Franklin), NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	Barclays Bank PLC	CVS Pharmacy - Rome (Maple), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	Barclays Bank PLC	Napa Auto Parts - Rockford (State), IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	Barclays Bank PLC	Fresenius Medical Care - Lithonia (Evans), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	Barclays Bank PLC	Advance Auto Parts - El Paso (Doniphan), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	Barclays Bank PLC	Dollar General - Xenia (Dayton), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	Barclays Bank PLC	Dollar General - Lakeland (Knights), FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	Barclays Bank PLC	Dollar General - Nashville (Stewarts), TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	Barclays Bank PLC	Dollar General - Fairborn (Maple), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	Barclays Bank PLC	Dollar General - Johnson City (Broadway), TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.16	Barclays Bank PLC	Dollar General - Mableton (Mableton), GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.17	Barclays Bank PLC	Dollar General - Trotwood (Salem), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.18	Barclays Bank PLC	Advance Auto Parts - Beavercreek (Fairfield), OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.19	Barclays Bank PLC	Napa Auto Parts - Woodstock (Lake), IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.2	Barclays Bank PLC	Dollar General - San Angelo (Lutheran), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.21	Barclays Bank PLC	Dollar General - Rosenberg (Highway 36), TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	Barclays Bank PLC	Houston Distribution Center	0 	NAP	NAP	0 	0 	NAP	NAP	0 	31,262 	0 	Cash	NAP	0 	50,020 	0 
	7	WFB	Apple Campus 3	249,368 	Cash	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	2,979,839 	0 	0 
	8	RMF	Walmart Supercenter Houston	0 	NAP	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	0 	0 	0 
	9	WFB	35 Waterview Boulevard	42,635 	Cash	NAP	0 	0 	NAP	NAP	0 	2,875 	0 	Cash	NAP	500,000 	21,562 	517,494 
	10	WFB	FedEx Distribution Center	10,500 	Cash	NAP	0 	0 	NAP	NAP	0 	2,500 	60,000 	Cash	NAP	0 	0 	0 
	11	BSP	Riverside and Rialto Industrial Portfolio	20,834 	Cash	NAP	6,919 	1,730 	Cash	NAP	0 	4,716 	0 	Cash	NAP	250,000 	16,963 	0 
	11.01	BSP	Riverside Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	BSP	Rialto Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	Albany Capital Self Storage Portfolio	27,664 	Cash	NAP	8,527 	1,353 	Cash	NAP	0 	2,966 	0 	Cash	NAP	0 	0 	0 
	12.01	RMF	Prime Altamont (Rotterdam)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Prime Pittsfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	RMF	Prime Cohoes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	RMF	Prime Albany (Central Ave)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	WFB	Forest Office Park	16,009 	Cash	NAP	0 	0 	NAP	NAP	0 	4,581 	0 	Cash	NAP	0 	9,544 	687,000 
	14	BSP	Connecticut Industrial Portfolio	24,417 	Cash	NAP	36,005 	4,001 	Cash	NAP	0 	4,734 	0 	Cash	NAP	0 	18,936 	900,000 
	14.01	BSP	550 Research Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	BSP	160 Corporate Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	Barclays Bank PLC	Galleria Oaks	30,285 	Cash	NAP	0 	0 	NAP	NAP	59,000 	1,232 	73,892 	Cash	NAP	0 	7,389 	266,009 
	16	BSP	Brookstone Crossing	23,269 	Cash	NAP	43,541 	4,838 	Cash	NAP	1,000,000 	4,146 	250,000 	Cash	NAP	0 	0 	0 
	17	WFB	Corvac Composites Portfolio	0 	NAP	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	0 	0 	0 
	17.01	WFB	4450 36th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	WFB	1025 North Washington Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	WFB	390 Industrial Drive North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	WFB	223 Industrial Drive South	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	BSP	Oxford Alabama Hotel Portfolio	11,028 	Cash	NAP	20,393 	4,079 	Cash	NAP	0 	1/12th of 4% of greater of gross revenue in prior year or projected gross revenue	675,000 	Cash	NAP	0 	0 	0 
	18.01	BSP	Courtyard Anniston Oxford by Marriott 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	BSP	Fairfield Inn & Suites Anniston Oxford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	Barclays Bank PLC	Villa Sierra & Wyndchase Apartments	43,137 	Cash	NAP	91,495 	8,318 	Cash	NAP	1,555,308 	8,188 	0 	Cash	NAP	0 	0 	0 
	19.01	Barclays Bank PLC	Villa Sierra Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	Barclays Bank PLC	Wyndchase Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	WFB	WestRock Industrial	8,217 	Cash	NAP	0 	0 	NAP	NAP	0 	4,186 	150,690 	Cash	NAP	0 	14,650 	0 
	21	WFB	Hilton Garden Inn Yuma Pivot Point	0 	NAP	NAP	0 	0 	NAP	NAP	0 	19,204 	0 	Cash	NAP	0 	0 	0 
	22	WFB	Mill Creek	10,175 	Cash	NAP	0 	0 	NAP	NAP	0 	1,060 	0 	Cash	NAP	150,000 	4,167 	150,000 
	23	Barclays Bank PLC	930 Harvest Drive	19,026 	Cash	NAP	16,956 	1,541 	Cash	NAP	0 	2,033 	0 	Cash	NAP	0 	10,166 	600,000 
	24	CIIICM	Fairfield Inn & Suites - Willow Grove	19,139 	Cash	NAP	24,033 	3,004 	Cash	NAP	4,803 	Months 1-12: 1/12th of 2% of prior year’s gross income / Months 13 - 24: 1/12th of 3% of prior year’s gross income / Months 25 and thereafter: 1/12th of 4% of prior year’s gross income	0 	Cash	NAP	0 	0 	0 
	25	WFB	2900 Westchester	27,181 	Cash	NAP	0 	0 	NAP	NAP	0 	$3,569 Years 1-5; $1,586 Years 6-10	0 	Cash	NAP	315,000 	8,351 	315,000 
	26	CIIICM	Twin Oaks Shopping Center	5,994 	Cash	NAP	2,564 	2,564 	Cash	NAP	1,215 	1,215 	0 	Cash	NAP	200,000 	4,621 	200,000 
	27	WFB	Lakeville and Marina	11,019 	Cash	NAP	11,860 	1,186 	Cash	NAP	0 	1,744 	0 	Cash	NAP	0 	7,997 	191,938 
	28	RMF	ACG Conlon MHC Portfolio V	7,523 	Cash	NAP	23,286 	2,218 	Cash	NAP	0 	1,400 	0 	Cash	NAP	0 	0 	0 
	28	RMF	Sleepy Hollow MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Maple Creek MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Pinebrook MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Old Pendleton MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	Barclays Bank PLC	2222-2226 Cleveland Avenue	7,325 	Cash	NAP	2,199 	2,199 	Cash	NAP	0 	0 	0 	NAP	NAP	0 	0 	0 
	30	BSP	Wichita MHP Portfolio	11,300 	Cash	NAP	7,524 	3,762 	Cash	NAP	2,079 	2,079 	74,850 	Cash	NAP	0 	0 	0 
	30	BSP	River Oaks MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	BSP	Lamp Lighter MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	WFB	Ascension Crossing Shopping Center	14,026 	Cash	NAP	0 	0 	NAP	NAP	0 	2,778 	66,688 	Cash	NAP	0 	$5,257 when the balances is less than $126,168; $1,752 otherwise	189,248 
	32	BSP	Arizona MHC Portfolio II	4,217 	Cash	NAP	3,252 	1,626 	Cash 	NAP	0 	1,163 	0 	Cash 	NAP	0 	0 	0 
	32	BSP	Desert Royal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Los Ranchitos	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Downtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Black Mountain Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Covered Wagon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	CIIICM	Holiday Inn Express - Waldorf	3,863 	Cash	NAP	4,761 	2,381 	Cash	NAP	0 	Month 13 and on: 1/12th of 4.0% of the actual annual gross income from the prior year, but in no event shall the monthly replacement reserve be less than $4,104.52	0 	Cash	NAP	0 	0 	0 
	34	RMF	All Seasons Mobile Home Park	2,775 	Cash	NAP	1,946 	1,946 	Cash	NAP	0 	694 	0 	Cash	NAP	0 	0 	0 
	35	Barclays Bank PLC	8000 Jarvis Avenue	0 	NAP	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	0 	0 	0 
	36	WFB	Newport News Flex Portfolio	12,857 	Cash	NAP	0 	0 	NAP	NAP	0 	2,581 	0 	Cash	NAP	100,000 	5,807 	200,000 
	37	RMF	Comfort Inn - Blythewood	7,454 	Cash	NAP	14,947 	1,582 	Cash	NAP	0 	6,668 	0 	Cash	NAP	0 	0 	0 
	38	WFB	Holiday Inn Express Greenville Airport	6,522 	Cash	NAP	0 	0 	NAP	NAP	0 	3,987 	0 	Cash	NAP	0 	0 	0 
	39	RMF	M2i Retail	7,909 	Cash	NAP	773 	368 	Cash	NAP	0 	162 	0 	Cash	NAP	0 	1,295 	0 
	40	CIIICM	Elliot Medical Complex	0 	NAP	NAP	0 	0 	NAP	NAP	283 	283 	0 	Cash	NAP	45,000 	0 	0 
	41	WFB	Hayward Industrial Park - CA	7,282 	Cash	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	50,000 	2,287 	50,000 
	42	CIIICM	Front Range MHP Portfolio	1,859 	Cash	NAP	1,372 	1,372 	Cash	NAP	440 	440 	26,389 	Cash	NAP	0 	0 	0 
	42.01	CIIICM	Pleasant View Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	CIIICM	Suburban Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	Barclays Bank PLC	Metropolitan Medical Complex 	5,222 	Cash	NAP	5,516 	1,839 	Cash	NAP	0 	591 	0 	Cash	NAP	0 	4,225 	150,000 
	44	CIIICM	SSA MHP Portfolio	3,979 	Cash	NAP	1,979 	660 	Cash	NAP	979 	979 	0 	Cash	NAP	0 	0 	0 
	44.01	CIIICM	Bellevue MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	CIIICM	Edgewood MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.03	CIIICM	Camelot South MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.04	CIIICM	Valley View MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	CIIICM	Parklane and North Dohr Apartments	9,798 	Cash	NAP	13,951 	1,744 	Cash	NAP	2,037 	2,037 	0 	Cash	NAP	0 	0 	0 
	45.01	CIIICM	North Dohr Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	CIIICM	Parklane Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	CIIICM	Vero Beach Retail Portfolio	4,297 	Cash	NAP	3,094 	3,094 	Cash	NAP	531 	531 	0 	Cash	NAP	250,000 	3,200 	200,000 
	46.01	CIIICM	The Shops of Vero Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	CIIICM	Tropic Square Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	CIIICM	College MHC	4,798 	Cash	NAP	530 	530 	Cash	NAP	246 	246 	0 	Cash	NAP	0 	0 	0 
	48	CIIICM	Hays Mobile Home Parks	2,350 	Cash	NAP	5,983 	2,991 	Cash	NAP	1,113 	1,113 	0 	Cash	NAP	0 	0 	0 
	49	CIIICM	Shoppes of Crossroads Commons	6,183 	Cash	NAP	1,809 	226 	Cash	NAP	179 	179 	7,500 	Cash	NAP	2,466 	2,466 	50,000 
	50	CIIICM	Branson Self Storage	2,335 	Cash	NAP	10,098 	1,443 	Cash	NAP	1,510 	1,510 	0 	Cash	NAP	0 	0 	0 
	51	CIIICM	Lynchburg MHP Portfolio	762 	Cash	NAP	1,523 	762 	Cash	NAP	667 	667 	0 	Cash	NAP	0 	0 	0 
	51.01	CIIICM	Briarwood MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.02	CIIICM	Buffalo Creek MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.03	CIIICM	Coolwell MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	CIIICM	Bonnet Lake MHP	2,982 	Cash	NAP	2,497 	1,249 	Cash	NAP	733 	733 	0 	Cash	NAP	0 	0 	0 
	53	CIIICM	Emerald Hills Shopping Center	17,696 	Cash	NAP	861 	861 	Cash	NAP	253 	253 	0 	Cash	NAP	50,000 	2,664 	127,900 
	54	CIIICM	D&B Storage	1,687 	Cash	NAP	7,241 	2,414 	Cash	NAP	725 	725 	0 	Cash	NAP	0 	0 	0 
	55	CIIICM	Tallahatchie Self Storage	1,626 	Cash	NAP	4,165 	694 	Cash	NAP	725 	725 	0 	Cash	NAP	0 	0 	0 
	56	RMF	Greenbriar Apartments	2,521 	Cash	NAP	12,490 	991 	Cash	NAP	100,000 	1,667 	0 	Cash	NAP	0 	0 	0 
	57	CIIICM	Hammondell MHP	3,594 	Cash	NAP	8,012 	1,602 	Cash	NAP	679 	679 	0 	Cash	NAP	0 	0 	0 
	58	CIIICM	Colorado Self Storage	1,644 	Cash	NAP	2,501 	625 	Cash	NAP	484 	484 	17,424 	Cash	NAP	0 	0 	0 
	59	CIIICM	Handy Self Storage	2,749 	Cash	NAP	931 	931 	Cash	NAP	401 	401 	14,448 	Cash	NAP	0 	0 	0 
	60	CIIICM	Marshfield MHP	2,322 	Cash	NAP	2,069 	690 	Cash	NAP	796 	796 	0 	Cash	NAP	0 	0 	0 
	61	WFB	Rancier Mini Storage	1,713 	Cash	NAP	2,742 	1,371 	Cash	NAP	0 	582 	0 	Cash	NAP	0 	0 	0 
	62	WFB	O’Reilly Auto Parts - Miami, FL	0 	NAP	NAP	0 	0 	NAP	NAP	0 	0 	0 	NAP	NAP	0 	0 	0 
	63	CIIICM	Badger MHP	3,537 	Cash	NAP	410 	410 	Cash	NAP	225 	225 	0 	Cash	NAP	0 	0 	0 


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2018-C43	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	Mortgage Loan Seller	Property Name	TI/LC Escrow - Cash or LoC	TI/LC Escrow - LoC Counterparty	Debt Service Escrow (Initial) ($)	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Debt Service Escrow - LoC Counterparty	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)	Other Escrow I (Monthly) ($)(11)(16)	Other Escrow I Cap ($)	Other Escrow I Escrow - Cash or LoC	Other  Escrow I - LoC Counterparty	Other Escrow II Reserve Description
	1	Barclays Bank PLC	Moffett Towers II - Building 2	NAP	NAP	1,000,000 	0 	Cash	NAP	Upfront TI/LC Funds ($19,433,495); Rent Concession Funds ($8,332,337)	27,765,832 	0 	0 	Cash	NAP	Parking Reserve ($2,700,000); Amenities Reserve ($286,310.4)
	2	WFB	Airport Business Center	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	3	Barclays Bank PLC	The SoCal Portfolio	Cash	NAP	0 	0 	NAP	NAP	Outstanding TI/LC Obligations ($1,559,061); Free Rent Reserve ($1,107,960)	2,667,021 	0 	0 	Cash	NAP	Ground Lease Enhancement Reserve ($1,000,000); Ground Lease Reserve ($219,743.33)
	3.01	Barclays Bank PLC	Aliso Viejo Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Barclays Bank PLC	Transpark Commerce	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	Barclays Bank PLC	Wimbledon	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	Barclays Bank PLC	Palmdale Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	Barclays Bank PLC	Sierra Gateway	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	Barclays Bank PLC	Fresno Industrial Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	Barclays Bank PLC	Upland Freeway 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	Barclays Bank PLC	Commerce Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	Barclays Bank PLC	Moreno Valley	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	Barclays Bank PLC	Airport One Office Park	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	Barclays Bank PLC	Colton Courtyard	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	Barclays Bank PLC	The Abbey Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	Barclays Bank PLC	Upland Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	Barclays Bank PLC	Diamond Bar	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	Barclays Bank PLC	Atlantic Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	Barclays Bank PLC	Ming Office Park	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	Barclays Bank PLC	10th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	Barclays Bank PLC	Cityview Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	Barclays Bank PLC	Garden Grove Town Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	Barclays Bank PLC	30th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	Barclays Bank PLC	Mt. Vernon Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	Barclays Bank PLC	Anaheim Stadium Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	Barclays Bank PLC	25th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	Barclays Bank PLC	Fresno Airport	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays Bank PLC	Southpoint Office Center	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	5	Barclays Bank PLC	ExchangeRight Net Leased Portfolio #19	Cash	NAP	0 	0 	NAP	NAP	Gastonia Property REA Reserve	40,000 	0 	0 	Cash	NAP	NAP
	5.01	Barclays Bank PLC	Hobby Lobby - Warner Robins (Watson), GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	Barclays Bank PLC	Fresenius Medical Care - Chicago (Bishop), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	Barclays Bank PLC	Walgreens - Franklin (Center), TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	Barclays Bank PLC	Walgreens - Gainesville (13th), FL	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	Barclays Bank PLC	Walgreens - Houston (Wallisville), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	Barclays Bank PLC	Verizon Wireless - Gastonia (Franklin), NC	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	Barclays Bank PLC	CVS Pharmacy - Rome (Maple), GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	Barclays Bank PLC	Napa Auto Parts - Rockford (State), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	Barclays Bank PLC	Fresenius Medical Care - Lithonia (Evans), GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	Barclays Bank PLC	Advance Auto Parts - El Paso (Doniphan), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	Barclays Bank PLC	Dollar General - Xenia (Dayton), OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	Barclays Bank PLC	Dollar General - Lakeland (Knights), FL	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	Barclays Bank PLC	Dollar General - Nashville (Stewarts), TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	Barclays Bank PLC	Dollar General - Fairborn (Maple), OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	Barclays Bank PLC	Dollar General - Johnson City (Broadway), TN	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.16	Barclays Bank PLC	Dollar General - Mableton (Mableton), GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.17	Barclays Bank PLC	Dollar General - Trotwood (Salem), OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.18	Barclays Bank PLC	Advance Auto Parts - Beavercreek (Fairfield), OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.19	Barclays Bank PLC	Napa Auto Parts - Woodstock (Lake), IL	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.2	Barclays Bank PLC	Dollar General - San Angelo (Lutheran), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.21	Barclays Bank PLC	Dollar General - Rosenberg (Highway 36), TX	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	Barclays Bank PLC	Houston Distribution Center	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	7	WFB	Apple Campus 3	Cash	NAP	0 	0 	NAP	NAP	Rent Concession Reserve	42,706,326 	0 	0 	Cash	NAP	Punchlist Reserve
	8	RMF	Walmart Supercenter Houston	NAP	NAP	0 	0 	NAP	NAP	Contingency Funds	60,000 	0 	0 	Cash	NAP	NAP
	9	WFB	35 Waterview Boulevard	Cash	NAP	0 	0 	NAP	NAP	Rent Concession Reserve	156,504 	0 	0 	Cash	NAP	Tenant Specific TILC Reserve
	10	WFB	FedEx Distribution Center	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	11	BSP	Riverside and Rialto Industrial Portfolio	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	11.01	BSP	Riverside Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	BSP	Rialto Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	Albany Capital Self Storage Portfolio	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	12.01	RMF	Prime Altamont (Rotterdam)	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Prime Pittsfield	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	RMF	Prime Cohoes	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	RMF	Prime Albany (Central Ave)	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	WFB	Forest Office Park	Cash	NAP	0 	0 	NAP	NAP	Existing TI/LC Reserve	1,089,296 	0 	0 	Cash	NAP	COVA TILC Reserve
	14	BSP	Connecticut Industrial Portfolio	Cash	NAP	0 	0 	NAP	NAP	Ongoing Environmental Remediation ($239,531); CT Transfer - Envrionmental Reserve ($250,000); Outstanding TI Allowances - Bob’s ($241,333); Outstanding TI Allowances - Fosdick ($94,241)	825,105 	0 	0 	Cash	NAP	Fosdick Reserve
	14.01	BSP	550 Research Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	BSP	160 Corporate Court	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	Barclays Bank PLC	Galleria Oaks	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	16	BSP	Brookstone Crossing	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	17	WFB	Corvac Composites Portfolio	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	17.01	WFB	4450 36th Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	WFB	1025 North Washington Street	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	WFB	390 Industrial Drive North	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	WFB	223 Industrial Drive South	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	BSP	Oxford Alabama Hotel Portfolio	NAP	NAP	0 	0 	NAP	NAP	CY Lobby Reserve	250,000 	0 	0 	LoC	Branch Banking and Trust Company	Seasonality Reserve; PIP Reserve
	18.01	BSP	Courtyard Anniston Oxford by Marriott 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	BSP	Fairfield Inn & Suites Anniston Oxford	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	Barclays Bank PLC	Villa Sierra & Wyndchase Apartments	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	19.01	Barclays Bank PLC	Villa Sierra Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	Barclays Bank PLC	Wyndchase Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	WFB	WestRock Industrial	Cash	NAP	0 	0 	NAP	NAP	Existing TI/LC Reserve	266,525 	0 	0 	Cash	NAP	NAP
	21	WFB	Hilton Garden Inn Yuma Pivot Point	NAP	NAP	0 	0 	NAP	NAP	PIP Reserve; Seasonality Reserve	0 	0 	0 	NAP	NAP	Ground Rent Reserve ($61,500); Internet Upgrade Reserve ($37,674)
	22	WFB	Mill Creek	Cash	NAP	0 	0 	NAP	NAP	Petco Reserve	200,000 	0 	0 	Cash	NAP	NAP
	23	Barclays Bank PLC	930 Harvest Drive	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	24	CIIICM	Fairfield Inn & Suites - Willow Grove	Cash	NAP	0 	0 	NAP	NAP	Seasonality Reserve	47,000 	0 	47,000 	Cash	NAP	NAP
	25	WFB	2900 Westchester	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	26	CIIICM	Twin Oaks Shopping Center	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	27	WFB	Lakeville and Marina	Cash	NAP	0 	0 	NAP	NAP	Springing Legacy Reserve ($428,000) /Springing Miyoko’s Reserve ($413,000) /Springing Tomales Reserve ($327,000) 	0 	0 	0 	NAP	NAP	NAP
	28	RMF	ACG Conlon MHC Portfolio V	NAP	NAP	0 	0 	NAP	NAP	Borrower Owned Home Titling Reserve	3,640 	0 	0 	Cash	NAP	NAP
	28	RMF	Sleepy Hollow MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Maple Creek MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Pinebrook MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Old Pendleton MHC	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	Barclays Bank PLC	2222-2226 Cleveland Avenue	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	30	BSP	Wichita MHP Portfolio	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	30	BSP	River Oaks MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	BSP	Lamp Lighter MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	WFB	Ascension Crossing Shopping Center	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	32	BSP	Arizona MHC Portfolio II	NAP	NAP	0 	0 	NAP	NAP	DSCR Trigger Reserve	0 	0 	0 	NAP	NAP	NAP
	32	BSP	Desert Royal	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Los Ranchitos	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Downtown	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Black Mountain Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Covered Wagon	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	CIIICM	Holiday Inn Express - Waldorf	NAP	NAP	0 	0 	NAP	NAP	Seasonality Reserve	4,750 	6,535 	57,000 	Cash	NAP	PIP Reserve
	34	RMF	All Seasons Mobile Home Park	NAP	NAP	0 	0 	NAP	NAP	Borrower Owned Home Titling Reserve	1,680 	0 	0 	Cash	NAP	Borrower Owned Home Purchase Reserve
	35	Barclays Bank PLC	8000 Jarvis Avenue	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	36	WFB	Newport News Flex Portfolio	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	37	RMF	Comfort Inn - Blythewood	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	38	WFB	Holiday Inn Express Greenville Airport	NAP	NAP	0 	0 	NAP	NAP	PIP Reserve	824,300 	0 	0 	Cash	NAP	NAP
	39	RMF	M2i Retail	Cash	NAP	0 	0 	NAP	NAP	Earthwise Funds	10,077 	0 	0 	Cash	NAP	NAP
	40	CIIICM	Elliot Medical Complex	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	41	WFB	Hayward Industrial Park - CA	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	42	CIIICM	Front Range MHP Portfolio	NAP	NAP	0 	0 	NAP	NAP	Capital Improvement Reserve	193,437 	0 	0 	Cash	NAP	NAP
	42.01	CIIICM	Pleasant View Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	CIIICM	Suburban Estates	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	Barclays Bank PLC	Metropolitan Medical Complex 	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	44	CIIICM	SSA MHP Portfolio	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	44.01	CIIICM	Bellevue MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	CIIICM	Edgewood MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.03	CIIICM	Camelot South MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.04	CIIICM	Valley View MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	CIIICM	Parklane and North Dohr Apartments	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	45.01	CIIICM	North Dohr Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	CIIICM	Parklane Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	CIIICM	Vero Beach Retail Portfolio	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	46.01	CIIICM	The Shops of Vero Beach	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	CIIICM	Tropic Square Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	CIIICM	College MHC	NAP	NAP	0 	0 	NAP	NAP	Capital Improvement Reserve	45,000 	0 	0 	Cash	NAP	NAP
	48	CIIICM	Hays Mobile Home Parks	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	49	CIIICM	Shoppes of Crossroads Commons	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	50	CIIICM	Branson Self Storage	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	51	CIIICM	Lynchburg MHP Portfolio	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	51.01	CIIICM	Briarwood MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.02	CIIICM	Buffalo Creek MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.03	CIIICM	Coolwell MHP	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	CIIICM	Bonnet Lake MHP	NAP	NAP	0 	0 	NAP	NAP	Seasonality Reserve	12,000 	0 	0 	Cash	NAP	NAP
	53	CIIICM	Emerald Hills Shopping Center	Cash	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	54	CIIICM	D&B Storage	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	55	CIIICM	Tallahatchie Self Storage	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	56	RMF	Greenbriar Apartments	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	57	CIIICM	Hammondell MHP	NAP	NAP	0 	0 	NAP	NAP	Seasonality Reserve	25,000 	0 	0 	Cash	NAP	NAP
	58	CIIICM	Colorado Self Storage	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	59	CIIICM	Handy Self Storage	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	60	CIIICM	Marshfield MHP	NAP	NAP	0 	0 	NAP	NAP	Home Purchase Reserve	78,000 	5,875 	125,000 	Cash	NAP	NAP
	61	WFB	Rancier Mini Storage	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	62	WFB	O’Reilly Auto Parts - Miami, FL	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP
	63	CIIICM	Badger MHP	NAP	NAP	0 	0 	NAP	NAP	NAP	0 	0 	0 	NAP	NAP	NAP


 



     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2018-C43	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II (Initial) ($)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)	Other Escrow II Escrow - Cash or LoC	Other  Escrow II - LoC Counterparty	Holdback	Secured by LOC (Y/N)	LOC Amount	Type of Lockbox	Borrower Name	Sponsor Name	Servicing 

Fee Rate
	1	Barclays Bank PLC	Moffett Towers II - Building 2	2,986,310 	0 	0 	Cash	NAP	NAP	N	 	Hard/Upfront Cash Management	MT2 B2 LLC	The Jay Paul Company	0.00500%
	2	WFB	Airport Business Center	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Upfront Cash Management	AIC Owner, LLC	DK Properties, L.P.	0.00500%
	3	Barclays Bank PLC	The SoCal Portfolio	1,219,743 	109,872 	6,250,000 	Cash	NAP	NAP	N	 	Hard/Springing Cash Management	AP-25th Street LLC; AP-Aliso Viejo LLC; AP-Anaheim LLC; AP-Atlantic LLC; AP-Cityview LLC; AP-Colton LLC; AP-Commerce LLC; AP-Diamond Bar LLC; AP-Donald Douglas LLC; AP-Farrell Ramon LLC; AP-Fresno Airport LLC; AP-Fresno Industrial LLC; AP-Garden Grove LLC; AP-Lancaster LLC; AP-Ming LLC; AP-Moreno Valley LLC; AP-Mt. Vernon LLC; AP-Palmdale II LLC; AP-Palmdale Place LLC; AP-Palmdale Place II LLC; AP-Sierra LLC; AP-Transpark Office LLC; AP-Upland Freeway Center LLC; AP-Upland LLC; AP-Victorville-Jasmine LLC; AP-Victorville-Office LLC; AP-Victorville-Village LLC	The Abbey Company	0.00250%
	3.01	Barclays Bank PLC	Aliso Viejo Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Barclays Bank PLC	Transpark Commerce	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	Barclays Bank PLC	Wimbledon	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	Barclays Bank PLC	Palmdale Place	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	Barclays Bank PLC	Sierra Gateway	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	Barclays Bank PLC	Fresno Industrial Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	Barclays Bank PLC	Upland Freeway 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	Barclays Bank PLC	Commerce Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	Barclays Bank PLC	Moreno Valley	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	Barclays Bank PLC	Airport One Office Park	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	Barclays Bank PLC	Colton Courtyard	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	Barclays Bank PLC	The Abbey Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	Barclays Bank PLC	Upland Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	Barclays Bank PLC	Diamond Bar	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	Barclays Bank PLC	Atlantic Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	Barclays Bank PLC	Ming Office Park	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	Barclays Bank PLC	10th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	Barclays Bank PLC	Cityview Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	Barclays Bank PLC	Garden Grove Town Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	Barclays Bank PLC	30th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	Barclays Bank PLC	Mt. Vernon Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	Barclays Bank PLC	Anaheim Stadium Industrial	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	Barclays Bank PLC	25th Street Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	Barclays Bank PLC	Fresno Airport	 	 	 	 	 	 	 	 	 	 	 	 
	4	Barclays Bank PLC	Southpoint Office Center	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	MSP Southpoint Equities LLC	Felton Properties, Inc.	0.00500%
	5	Barclays Bank PLC	ExchangeRight Net Leased Portfolio #19	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Springing Cash Management	ExchangeRight Net Leased Portfolio 19 DST	ExchangeRight Real Estate	0.03250%
	5.01	Barclays Bank PLC	Hobby Lobby - Warner Robins (Watson), GA	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	Barclays Bank PLC	Fresenius Medical Care - Chicago (Bishop), IL	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	Barclays Bank PLC	Walgreens - Franklin (Center), TN	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	Barclays Bank PLC	Walgreens - Gainesville (13th), FL	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	Barclays Bank PLC	Walgreens - Houston (Wallisville), TX	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	Barclays Bank PLC	Verizon Wireless - Gastonia (Franklin), NC	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	Barclays Bank PLC	CVS Pharmacy - Rome (Maple), GA	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	Barclays Bank PLC	Napa Auto Parts - Rockford (State), IL	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	Barclays Bank PLC	Fresenius Medical Care - Lithonia (Evans), GA	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	Barclays Bank PLC	Advance Auto Parts - El Paso (Doniphan), TX	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	Barclays Bank PLC	Dollar General - Xenia (Dayton), OH	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	Barclays Bank PLC	Dollar General - Lakeland (Knights), FL	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	Barclays Bank PLC	Dollar General - Nashville (Stewarts), TN	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	Barclays Bank PLC	Dollar General - Fairborn (Maple), OH	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	Barclays Bank PLC	Dollar General - Johnson City (Broadway), TN	 	 	 	 	 	 	 	 	 	 	 	 
	5.16	Barclays Bank PLC	Dollar General - Mableton (Mableton), GA	 	 	 	 	 	 	 	 	 	 	 	 
	5.17	Barclays Bank PLC	Dollar General - Trotwood (Salem), OH	 	 	 	 	 	 	 	 	 	 	 	 
	5.18	Barclays Bank PLC	Advance Auto Parts - Beavercreek (Fairfield), OH	 	 	 	 	 	 	 	 	 	 	 	 
	5.19	Barclays Bank PLC	Napa Auto Parts - Woodstock (Lake), IL	 	 	 	 	 	 	 	 	 	 	 	 
	5.2	Barclays Bank PLC	Dollar General - San Angelo (Lutheran), TX	 	 	 	 	 	 	 	 	 	 	 	 
	5.21	Barclays Bank PLC	Dollar General - Rosenberg (Highway 36), TX	 	 	 	 	 	 	 	 	 	 	 	 
	6	Barclays Bank PLC	Houston Distribution Center	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Springing Cash Management	Spirit AS Katy TX, LP	Spirit Realty, L.P.	0.00250%
	7	WFB	Apple Campus 3	93,750 	0 	0 	Cash	NAP	NAP	N	 	Hard/Upfront Cash Management	CW SPE LLC	Paul Guarantor LLC	0.00250%
	8	RMF	Walmart Supercenter Houston	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Houston Galleria Retail DST	Midway Risknet Partners I, L. P.	0.00500%
	9	WFB	35 Waterview Boulevard	1,091,397 	0 	0 	Cash	NAP	NAP	N	 	Hard/Springing Cash Management	35 Waterview Blvd LLC	Joseph Popack	0.00500%
	10	WFB	FedEx Distribution Center	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Upfront Cash Management	Zeller-401 FX TIC, L.L.C.; Zeller-FX TIC, L.L.C.	Paul M. Zeller	0.00500%
	11	BSP	Riverside and Rialto Industrial Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Springing Cash Management	Rialto Circle 142, LLC; Magnolia Avenue Holdings LLC; Riverside Circle 152, LLC	DT Grat JMT, LLC	0.00500%
	11.01	BSP	Riverside Industrial	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	BSP	Rialto Industrial	 	 	 	 	 	 	 	 	 	 	 	 
	12	RMF	Albany Capital Self Storage Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Prime Storage Central, LLC; Prime Storage Altamont, LLC; Prime Storage Cohoes, LLC; Prime Storage Pittsfield, LLC	Robert Moser; Prime Storage Fund I, LLC	0.00500%
	12.01	RMF	Prime Altamont (Rotterdam)	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	RMF	Prime Pittsfield	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	RMF	Prime Cohoes	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	RMF	Prime Albany (Central Ave)	 	 	 	 	 	 	 	 	 	 	 	 
	13	WFB	Forest Office Park	0 	$47,722 commencing in July 2021	1,700,000 	Cash	NAP	NAP	N	 	Springing	Forest Office Park Investor, LLC	Allen C. De Olazarra	0.03500%
	14	BSP	Connecticut Industrial Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Sky 103, LLC	Sky Management Services LLC	0.00500%
	14.01	BSP	550 Research Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	BSP	160 Corporate Court	 	 	 	 	 	 	 	 	 	 	 	 
	15	Barclays Bank PLC	Galleria Oaks	0 	0 	0 	NAP	NAP	925,000 	N	 	Hard/Springing Cash Management	WC Galleria Oaks Center, LLC	World Class Capital Group	0.00500%
	16	BSP	Brookstone Crossing	0 	0 	0 	NAP	NAP	NAP	N	 	None	Brookstone Crossing 2017, LLC	Gideon Levy	0.00500%
	17	WFB	Corvac Composites Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Upfront Cash Management	AGNL Thermo, L.L.C.	AG Net Lease III Corp.; AG Net Lease III (SO) Corp.	0.03500%
	17.01	WFB	4450 36th Street	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	WFB	1025 North Washington Street	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	WFB	390 Industrial Drive North	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	WFB	223 Industrial Drive South	 	 	 	 	 	 	 	 	 	 	 	 
	18	BSP	Oxford Alabama Hotel Portfolio	0 	Seasonality Reserve - $10,453 during the months of May, June, July and August	0 	Cash 	NAP	NAP	Y	250000	Springing	Oxford CY LLC; Oxford FIS LLC	Chander P. Bhateja	0.00500%
	18.01	BSP	Courtyard Anniston Oxford by Marriott 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	BSP	Fairfield Inn & Suites Anniston Oxford	 	 	 	 	 	 	 	 	 	 	 	 
	19	Barclays Bank PLC	Villa Sierra & Wyndchase Apartments	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	El Paso Apartment Portfolio DST	ExchangeRight Real Estate	0.05250%
	19.01	Barclays Bank PLC	Villa Sierra Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	Barclays Bank PLC	Wyndchase Apartment Homes	 	 	 	 	 	 	 	 	 	 	 	 
	20	WFB	WestRock Industrial	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Upfront Cash Management	2626 S. Maple Partners LLC	Moris Benbenist	0.03500%
	21	WFB	Hilton Garden Inn Yuma Pivot Point	99,174 	Ground Rent Reserve ($20,500)	0 	Cash	NAP	NAP	N	 	Springing	Kesari Hospitality LLC	Mitesh R. Kalthia	0.00500%
	22	WFB	Mill Creek	0 	0 	0 	NAP	NAP	NAP	N	 	None	Bond Street Fund 15, LLC	Michael D. Reynolds	0.05250%
	23	Barclays Bank PLC	930 Harvest Drive	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Springing Cash Management	930 Harvest Drive, LLC	Balashine Capital, LP	0.00500%
	24	CIIICM	Fairfield Inn & Suites - Willow Grove	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	AVA Realty Willow Grove, LLC	Ajesh Patel	0.00500%
	25	WFB	2900 Westchester	0 	0 	0 	NAP	NAP	NAP	N	 	None	2900 Westchester Company, LLC	Angelo Silveri	0.00500%
	26	CIIICM	Twin Oaks Shopping Center	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	PDQ Montgomery LLC	Daniel Abramson	0.00500%
	27	WFB	Lakeville and Marina	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	SR Lakes Waterfall DE LLC; Lakeville White LLC; Lakeville Frazer LLC; Lakeville Amerivine LLC; Lakeville Heck LLC; Lakeville Wheeler LLC	Lakeville White LLC; Lakeville Frazer LLC; Lakeville Amerivine LLC; Lakeville Heck LLC; Lakeville Wheeler LLC; Matthew T. White; Matthew White Family Trust Dated March 1, 2002	0.03500%
	28	RMF	ACG Conlon MHC Portfolio V	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	ACG Sleepy Hollow, LLC; ACG Greenville Homes, LLC; ACG Greenville LLC; ACG Greenville II, LLC; ACG Greenville III, LLC	Michael Conlon	0.00500%
	28	RMF	Sleepy Hollow MHC	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Maple Creek MHC	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Pinebrook MHC	 	 	 	 	 	 	 	 	 	 	 	 
	28	RMF	Old Pendleton MHC	 	 	 	 	 	 	 	 	 	 	 	 
	29	Barclays Bank PLC	2222-2226 Cleveland Avenue	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Josh Jensen Property, LLC; Jensen Property, LLC; Boltchloer, LLC	Josh Jensen	0.00500%
	30	BSP	Wichita MHP Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Lamplighter MHP LLC; River Oaks MHP LLC	Bradley Johnson; Jefferson Lilly	0.00500%
	30	BSP	River Oaks MHP	 	 	 	 	 	 	 	 	 	 	 	 
	30	BSP	Lamp Lighter MHP	 	 	 	 	 	 	 	 	 	 	 	 
	31	WFB	Ascension Crossing Shopping Center	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	HPC Ascension Investors, LP	Jeffrey Seltzer	0.00500%
	32	BSP	Arizona MHC Portfolio II	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	BW Portfolio, LLC 	Jason Kaplan	0.00500%
	32	BSP	Desert Royal	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Los Ranchitos	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Downtown	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Black Mountain Estates	 	 	 	 	 	 	 	 	 	 	 	 
	32	BSP	Covered Wagon	 	 	 	 	 	 	 	 	 	 	 	 
	33	CIIICM	Holiday Inn Express - Waldorf	677,800 	0 	0 	Cash	NAP	NAP	N	 	Springing	Loudon Hospitality Group LLC	Ashni Goel; Madhu Kopparapu	0.00500%
	34	RMF	All Seasons Mobile Home Park	0 	$10,000 for 1st 12 months; $5,000 thereafter	600,000 	Cash	NAP	NAP	N	 	Springing	KMW II, Ltd.; DDNW Sales, LLC	Vincent J. Naska; Jacob A. Wilhite; David E. Daywalt	0.00500%
	35	Barclays Bank PLC	8000 Jarvis Avenue	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Springing Cash Management	8000 Jarvis Avenue Equities LLC	Time Equities, Inc.	0.00500%
	36	WFB	Newport News Flex Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	None	Union Flex, LLC	Union Investment Company of Newport News, VA.	0.00500%
	37	RMF	Comfort Inn - Blythewood	0 	0 	0 	NAP	NAP	NAP	N	 	Hard/Springing Cash Management	Hare Krishna, LLC	Hitesh N. Jani	0.00500%
	38	WFB	Holiday Inn Express Greenville Airport	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Waramaug Greenville LLC	Leslie Ng; Paul Nussbaum	0.00500%
	39	RMF	M2i Retail	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	M2I Properties LLC	Richard V. Gustafson; Russell C. Haley; Vince Hoenigman	0.06250%
	40	CIIICM	Elliot Medical Complex	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	1018 North Mound, LLC	Gary G. Habeeb; Gary G. Habeeb as trustee of the Habeeb Family Irrevocable Trust dated 12/6/2016	0.00500%
	41	WFB	Hayward Industrial Park - CA	0 	0 	0 	NAP	NAP	NAP	N	 	None	Hayward Industrial Park, LLC	Michael S. Peiser; J. Virginia Peiser	0.00500%
	42	CIIICM	Front Range MHP Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Rocky Mountain MHP, LLC	Joy Rasmussen; Brent Richards	0.00500%
	42.01	CIIICM	Pleasant View Estates	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	CIIICM	Suburban Estates	 	 	 	 	 	 	 	 	 	 	 	 
	43	Barclays Bank PLC	Metropolitan Medical Complex 	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Metropolitan Medical Properties, LP	Ted L. Barr; Joseph G. Greulich 	0.00500%
	44	CIIICM	SSA MHP Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	SSA Bellevue MHP, LLC; PMN Camelot South MHP, LLC; SSA Edgewood MHP; LLC; SSA Valley View MHP, LLC	Michael Calin; S. John Whitehill; Jennifer A. Satler and J. Michael Sabatini, trustees of the John G. Shively Credit Shelter Trust	0.00500%
	44.01	CIIICM	Bellevue MHP	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	CIIICM	Edgewood MHP	 	 	 	 	 	 	 	 	 	 	 	 
	44.03	CIIICM	Camelot South MHP	 	 	 	 	 	 	 	 	 	 	 	 
	44.04	CIIICM	Valley View MHP	 	 	 	 	 	 	 	 	 	 	 	 
	45	CIIICM	Parklane and North Dohr Apartments	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	2475 Park Lane Associates, LLC; Latta Northtowne LLC	Richard J. Chiarenza	0.00500%
	45.01	CIIICM	North Dohr Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	CIIICM	Parklane Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	46	CIIICM	Vero Beach Retail Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	600 6th Avenue LLC; 703-725 17th Street LLC	Jody H. Grass, individually and as Trustee of the 2007 Thatch Palm Trust	0.00500%
	46.01	CIIICM	The Shops of Vero Beach	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	CIIICM	Tropic Square Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	47	CIIICM	College MHC	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	College MHP, LLC	Satish Atluri; Indira Garapati	0.00500%
	48	CIIICM	Hays Mobile Home Parks	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Colonial Gardens MHP LLC; Meadow Acres MHP LLC; Sunset Valley MHP LLC	Ben Braband; Jennifer Braband; Geoffrey Rosenhain	0.00500%
	49	CIIICM	Shoppes of Crossroads Commons	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Maxcap Investment Group, LLC	Shashikant P. Patel	0.00500%
	50	CIIICM	Branson Self Storage	0 	0 	0 	NAP	NAP	100,000 	N	 	Springing	Branson Storage LLC	Alexander Turik; Nikita Turik	0.00500%
	51	CIIICM	Lynchburg MHP Portfolio	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Lynchburg Portfolio LLC	John A. Boord	0.00500%
	51.01	CIIICM	Briarwood MHP	 	 	 	 	 	 	 	 	 	 	 	 
	51.02	CIIICM	Buffalo Creek MHP	 	 	 	 	 	 	 	 	 	 	 	 
	51.03	CIIICM	Coolwell MHP	 	 	 	 	 	 	 	 	 	 	 	 
	52	CIIICM	Bonnet Lake MHP	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Bonnet Lake Campgrounds, LLC	Charles Henry Evans	0.00500%
	53	CIIICM	Emerald Hills Shopping Center	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Sutton Partners, LLC	George Koufos; Malisa Jackson	0.00500%
	54	CIIICM	D&B Storage	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	D&B Self Storage, LLC	Matthew Ricciardella	0.00500%
	55	CIIICM	Tallahatchie Self Storage	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Tallahatchie Mini Storage, LLC	John R. Young; Innes T. Mcintyre, III	0.00500%
	56	RMF	Greenbriar Apartments	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Greenbrier Enterprises LLC	Purcell George Conway; Cheryl Chisley Conway	0.00500%
	57	CIIICM	Hammondell MHP	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Hammondell MHP, LLC	Charles Henry Evans	0.00500%
	58	CIIICM	Colorado Self Storage	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Colorado Springs Self Storage East LLC	Joy Rasmussen	0.00500%
	59	CIIICM	Handy Self Storage	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Thornton Self Storage LLC	Joy Rasmussen	0.00500%
	60	CIIICM	Marshfield MHP	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Marshfield JV, LLC	Brad Johnson; Jefferson Lilly; Bryce Robertson; Kevin Dhillon; Daniella Dhillon	0.00500%
	61	WFB	Rancier Mini Storage	0 	0 	0 	NAP	NAP	NAP	N	 	None	Gefen Self Storage TX LLC	Steven Weinstock; Daniella Weinstock	0.00500%
	62	WFB	O’Reilly Auto Parts - Miami, FL	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	19870 SW 127th Avenue Investment, LLC	Jack F. Adler, Jr. 	0.00500%
	63	CIIICM	Badger MHP	0 	0 	0 	NAP	NAP	NAP	N	 	Springing	Badger MHP, LLC	Jason P. Janda and Courtney S. Janda; Trustees of the Jason and Courtney Revocable Trust	0.00500%


 



     


     


    

  


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 – Wells Fargo Commercial Mortgage Trust 2018-C43

       [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust
2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 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


 





 



		**	Each Purchaser must select one of the two alternative
certifications.



 


		***	Does not apply to a transfer of Class R Certificates.



 



    Exhibit C-3 


     


    

 


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).


 


8.       Please
make all payments due on the Certificates:****


 


	 	☐	(a)	by wire transfer to the following account at a bank or
entity in New York, New York, having appropriate facilities therefor:



 


	Bank:	 






	ABA #: 	 






	Account #:	 






	Attention:	 



 


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



 





	 	 
	 	 
	 	 


 


9.         If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 





 



****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional
Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4 


     


    

 


EXHIBIT D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2018-C43

         [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of March 1, 2018, by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and 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


 



    Exhibit D-1-1 


     


    

 


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


 


4.         The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.         The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.         No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.         The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.         Check
the applicable paragraph:


 


☐        The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)        the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


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


 






    Exhibit D-1-2 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


☐        None
of the above.


 


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


 


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


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in


 



    Exhibit D-1-3 


     


    

 


substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


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


 


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


 


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


 


15.       The
Purchaser consents to (i) designation of the Certificate Administrator as the “partnership representative” (as defined
in Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant to Section
10.01 of the Pooling and Servicing Agreement, and (ii) the Certificate Administrator making any elections allowed under the Code
(a) to avoid the application of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment by the Trust
REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed
on a Holder of Class R Certificates. The Purchaser agrees, by acquiring such certificate, to any such elections and to reasonably
cooperate with the Certificate Administrator in connection with any such elections the Certificate Administrator determines in
its discretion are necessary or advisable.


 


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

Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2018-C43

         [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43 (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
March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant


 



    Exhibit D-2-1 


     


    

 


evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be 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 VERTICAL RR Interest or HOrizontal risk retention certificates


 


[Date]


 


Wells Fargo Bank, National Association,


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Risk Retention Custody
(CMBS) –


Wells Fargo Commercial Mortgage Trust
2018-C43


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Bank, National Association,

as Retaining Sponsor


c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053-300


301 South College St.


Charlotte, North Carolina 28288


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127
023


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of March 1, 2018, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


 






    Exhibit D-3-1 


     


    

 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the [Vertical RR Interest][Class [E][F][G]Certificates]
from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a [Vertical
RR Interest][Class [E][F][G]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 knows or believes that any representation contained in such certificate
is false.



 


		3.	If the Purchaser is (i) a Plan subject to ERISA or Section 4975 of the Code relying on PTE 96-22
or (ii) an insurance company general account relying on PTCE 95-60 to cover its acquisition of the [Vertical RR Interest][Class
[E][F][G]Certificates], (a) all of the conditions of PTE 96-22 or of Parts I and III of PTCE 95-60, as applicable, will be satisfied
with respect to the acquisition of the [Vertical RR Interest][Class [E][F][G]Certificates] and (b) the acquisition of the [Vertical
RR Interest][Class [E][F][G]Certificates] will be effected through Wells Fargo Securities, LLC, Barclays Capital Inc. or Academy
Securities, Inc., or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the applicable Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the [Vertical RR Interest][Class [E][F][G]Certificates]as a nominee, trustee
or agent for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the [Vertical
RR Interest][Class [E][F][G]Certificates], it will remain a Majority-Owned Affiliate.



 


		C.	[FOR THE VERTICAL RR INTEREST: It consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the Vertical
RR Interest will satisfy the risk retention requirements of the Transferor, in its capacity as [sponsor][originator] under Regulation
RR.]



 


		D.	[FOR THE CLASS E, CLASS F AND CLASS G CERTIFICATES: The transfer will comply with all applicable
provisions of Regulation RR.]



 


☐   [FOR
THE CLASS E, CLASS F AND CLASS G CERTIFICATES: The transfer will occur on or after the fifth anniversary of the Closing Date, and
the Purchaser certificates, represents and warrants to you, as Certificate Registrar, that:


 


		A.	The transfer will comply with all applicable provisions of Regulation RR.]



 






    Exhibit D-3-2 


     


    

 


[_]  The
transfer will occur after the termination of the applicable Transfer Restriction Period and the countersignature of the Retaining
Sponsor is not required.


 


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


 


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


 






	 	 By:	 
	 	 	Name:
Title:


 





	 	 By:	 
	 	 	Name:
Title:


 



 


The foregoing certificate is hereby confirmed, and
the transfer is accepted, as of the date first above written:


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Retaining Sponsor
	 	 	 
	 	 By:	 
	 	 	Name:
Title:


 




    Exhibit D-3-3 


     


    

 


EXHIBIT D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF Vertical RR Interest or Horizontal Risk retention certIficates


 


[Date]


 


Wells Fargo Bank, National Association,


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Risk Retention Custody
(CMBS) –


Wells Fargo Commercial Mortgage Trust
2018-C43


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Bank, National Association,

as Retaining Sponsor


c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053-300


301 South College St.


Charlotte, North Carolina 28288


 


[EACH OTHER HOLDER OF A VERTICAL RR
INTEREST]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to you in connection
with the transfer by [______] (the “Transferor”) to
[______] (the “Transferee”) of a [Vertical RR Interest][Class
[E][F][G] Certificate] evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling
and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and 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:


 






    Exhibit D-4-1 


     


    

 


		1.	The transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	If the Purchaser is (i) a Plan subject to ERISA or Section 4975 of the Code relying on PTE 96-22
or (ii) an insurance company general account relying on PTCE 95-60 to cover its acquisition of the [Vertical RR Interest][Class
[E][F][G] Certificate], (a) all of the conditions of PTE 96-22 or of Parts I and III of PTCE 95-60, as applicable, will be satisfied
with respect to the acquisition of the [Vertical RR Interest][Class [E][F][G] Certificate] and (b) the acquisition of the [Vertical
RR Interest][Class [E][F][G] Certificate] will be effected through Wells Fargo Securities, LLC, Barclays Capital Inc. or Academy
Securities, Inc., or an affiliate thereof



 


		3.	Check one of the following:



 


		☐	The transfer will occur during the applicable Transfer Restriction Period, and the Transferor certifies,
represents and warrants to you that the Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor.



 


☐      The
transfer will occur after the termination of the applicable Transfer Restriction Period and the countersignature of the Retaining
Sponsor is not required.


 


☐     
[FOR THE CLASS E, CLASS F AND CLASS G CERTIFICATES: The transfer will occur on and after the fifth anniversary of the Closing
Date, and the Transferor certifies, represents and warrants to you that:


 


The Transferor has satisfied all of
the conditions under the Third Party Purchase Agreement, by and among Wells Fargo Commercial Mortgage Securities and KKR Real Estate
Credit Opportunity Partners Aggregator I L.P. applicable to transfers by the Transferor to subsequent Third Party Purchasers.]


 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


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


 





	 	[TRANSFEROR]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 






    Exhibit D-4-2 


     


    

 


The foregoing certificate is hereby
confirmed, and the transfer is accepted, as of the date first above written:


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Retaining Sponsor
	 	 
	 	 By:	 
	 	 	Name:
Title:


 




    Exhibit D-4-3 


     


    

 


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

                                                                                Wells Fargo Commercial Mortgage Trust 2018-C43

	 	Custodian/Trustee

Mortgage File No.:	 
	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	 	 
	 	Address:	
        c/o Wells Fargo Securities,
LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2018-C43,

Commercial Mortgage Pass-Through Certificates,

Series 2018-C43


 


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Wells Fargo
Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, 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 March 1, 2018, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington


 



    Exhibit E-1 


     


    

 


Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as 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 Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2018-C43

        [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional Amount] in the Wells Fargo Commercial Mortgage Trust
2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43, Class [_] Certificates] [Vertical RR Interest] issued
pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


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


 


1.         The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar


 



    Exhibit F-1-1 


     


    

 


 Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of
ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby
the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of
ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that
would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.         The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and 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 non-exempt “prohibited transaction” within the meaning of ERISA or
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 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,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Underwriters or the Trust.


 


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


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 


Date: _________


 




    Exhibit F-1-2 


     


    

 


EXHIBIT F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R AND CLASS V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2018-C43

        [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, [Class V][Class R] Certificates (the “[Class V][Class R] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class R] Certificate, the Purchaser is
not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or (b) a person acting on behalf of any such Plan
(including


 



    Exhibit F-2-1 


     


    

 


any entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets
of a Plan to purchase such [Class V][Class R] Certificate.


 


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


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 


Date: _______


 




    Exhibit F-2-2 


     


    

 


EXHIBIT G



FORM OF DISTRIBUTION DATE STATEMENT


 




      


     


    

 



  


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		











	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset
    Representations 

    Reviewer/Operating Advisor	 	 
	 	 	


Wells
Fargo Commercial Mortgage Securities, Inc.
301 South College St
Charlotte,
NC 28288-0166

 

 

 

 

 

Contact:          ream_investorrelations@wellsfargo.com

Phone Number:       (704) 374-6161
	 	 	 	Wells
Fargo Bank, National Association
Three Wells
Fargo, MAC D1050-084
401 S. Tryon Street, 8th
Floor
Charlotte, NC 28202

     

                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

                                                                                                                                       Contact:    REAM_InvestorRelations@
                 wellsfargo.com

	 	 	 	Midland
                                         Loan Services, a Division of PNC Bank,
National Association
10851 Mastin Street
Suite
                                         700
Overland Park, KS 66210

                                                                                                                                               

                                                                                                                                              

                                                                                                                                               

                                                                                                                                               

                                                                                                                                              Contact:
          Heather Wagner

Phone Number:     (913) 253-9570	 	 	 	Park
Bridge Lender Services LLC
600 Third Avenue
40th
Floor
New York, NY 10016

 

 

 

 

                                         Contact:
                                                    David Rodgers

                                         Phone Number: (212) 230-9025
	 	 
	 	This report
    is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently
    confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com
    for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders
    may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    Page 1 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	VRR
    Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less
                                         (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate
                                         balance of all classes which are not subordinate to the designated class and dividing
                                         the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	VRR
    Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23


     


    

 











	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	VRR
    Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Fees.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 23


     


    






 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wilmington
    Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual
    Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor
    Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Asset Representations
    Reviewer Fee - Park Bridge Lender	0.00	 	 
	 	Net Prepayment Interest
    Shortfall

    	0.00

    	 	 	Services LLC	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 		 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 		 		 
	 	Total Interest
    Collected	 	0.00	 	Additional Trust
    Fund Expenses:	 	 	 
	 	 	 	 	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	Principal:	 	 	 	ASER Amount	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Special Servicing
    Fee	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses		 0.00	 
	 	Principal Adjustments	0.00	 	 		 		 
	 	Total Principal
    Collected		0.00 	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Other Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	Total Funds Collected	 	0.00	 		 		 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	  See
    footnotes on last page of this section.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 23


     


    
 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Page 9 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Page 10 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 23


     


    










 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
Document

Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Status of Mortgage Loan	(2) Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	- 	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	 -	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 23


     


    



 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C43


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C43

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	4/17/18
	Corporate Trust Services	Record Date:	3/29/18
	8480 Stagecoach Circle	Determination
    Date:	4/11/18
	Frederick, MD 21701-4747		





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 23 of 23


     


    





 




 


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having
an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2018-C43, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage and security
agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 




    Exhibit H-1 


     


    

 


EXHIBIT I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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:


 


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


 





 



		*	Select appropriate depository.



 






    Exhibit I-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: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



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


 




    Exhibit I-2 


     


    

 


EXHIBIT J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,
         as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



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


 




    Exhibit J-2 


     


    

 


EXHIBIT K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING RESTRICTED
PERIOD


 


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit K-2 


     


    

 


EXHIBIT L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


 


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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: Wells Fargo Commercial Mortgage Securities, Inc.


 


 






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


 



     Exhibit M-2


     


    

 





EXHIBIT N


 


FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO 

REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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: Wells Fargo Commercial Mortgage Securities, Inc.


 


 






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


 



     Exhibit N-2


     


    

 





EXHIBIT O


 


FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
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: Wells Fargo Commercial Mortgage Securities, Inc.


 



     Exhibit O-2


     


    

 





EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder) AND/OR THE RISK RETENTION
CONSULTATION PARTY


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In


 



     Exhibit P-1A-1


     


    

 


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


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master 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.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:



 



     Exhibit P-1A-2


     


    

 





EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE 

DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association 

Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C43

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: WFCM 2018-C43 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C43

	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C43

        CMBSTrustee@wilmingtontrust.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:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 



     Exhibit P-1B-1


     


    

 


1.       The
undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master 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.


 



     Exhibit P-1B-2


     


    

 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


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


 


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


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 



     Exhibit P-1B-3


     


    

 





EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS 

OTHER THAN THE DIRECTING CERTIFICATEHOLDER, A CONTROLLING 

CLASS
CERTIFICATEHOLDER AND/OR THE RISK RETENTION CONSULTATION PARTY)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2018-C43 Asset Manager


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates 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.


 



     Exhibit P-1C-1


     


    

 


4.       The
undersigned is a Borrower Party.


 


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


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master 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.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 



     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]


 


	
        Wells Fargo Bank, National Association 

Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C43

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: WFCM 2018-C43 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	
        Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C43

	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C43

        CMBSTrustee@wilmingtontrust.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:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 



     Exhibit P-1D-1


     


    

 


1.       The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


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


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent 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.


 



     Exhibit P-1D-2


     


    

 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


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


 


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


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 



     Exhibit P-1D-3


     


    

 





EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association 

Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C43

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: WFCM 2018-C43 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	
        Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C43

	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C43

        CMBSTrustee@wilmingtontrust.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:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43, Class Certificates



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2018-C43, 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.


 



     Exhibit P-1E-1


     


    

 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain 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


 



     Exhibit P-1E-2


     


    

 


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.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.     The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting


 



     Exhibit P-1E-3


     


    

 


termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.     The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


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


 


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


 


	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



     Exhibit P-1E-4


     


    

 





EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS 

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C43

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: Wells Fargo Commercial Mortgage Trust Series 2018-C43


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43



 


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 Wells Fargo Commercial Mortgage Trust 2018-C43 securitization should be revoked as to such users:


	 	 	 
	 	 	 
	 	 	 
	 	 	 






 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


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


 


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


 



     Exhibit P-1F-2


     


    

 


	 	[Directing Certificateholder][Holder of the majority of
the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

Certificate Administrator
	 	 
	Name:	 
	Title:	 



 



     Exhibit P-1F-3


     


    

 





EXHIBIT P-1G


 


FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association 

Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C43

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: WFCM 2018-C43 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	
        Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C43

	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C43

        CMBSTrustee@wilmingtontrust.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:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43, 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.


 



     Exhibit P-1G-1


     


    

 


4.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


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


 


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


 


	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



     Exhibit P-1G-2


     


    


 



EXHIBIT
P-1H



Form of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	Wells
                                         Fargo Bank, National Association Commercial Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: WFCM 2018-C43 Asset Manager

        

        Commercial.servicing@wellsfargo.com

        
	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road
 Columbia,
                                         Maryland  21045-1951

                                         Attention:  Corporate Trust Services (CMBS)

                                         Wells Fargo Commercial Mortgage Trust
 Series
                                         2018-C43
 trustadministrationgroup@wellsfargo.com

                                         cts.cmbs.bond.admin@wellsfargo.com

                                                                                 

	Park
                                         Bridge Lender Services LLC

                                         600 Third Avenue, 40th Floor

        New
        York, New York 10016 

        Attention:
        WFCM 2018-C43 Surveillance Manager

        With
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         
	Wells
                                         Fargo Bank, National Association

                                         600 South 4th Street, 7th Floor

                                         MAC N9300-070

                                         Minneapolis, Minnesota 55479

                                         Attention: Corporate Trust Services (CMBS)

                                         Wells Fargo Commercial Mortgage Trust Series 2018-C43

         

	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: WFCM 2018-C43

        

        CMBSTrustee@wilmingtontrust.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:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C43, Vertical RR Interest 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.       [For
use with any party other than the initial Risk Retention Consultation Party]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


 



    Exhibit P-1H-1 


     


    

 


Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


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


 


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





	 	 	 
	 	[RISK
                                         RETENTION CONSULTATION PARTY]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	Dated: _______	 	 


 


cc:
Wells Fargo Commercial Mortgage Securities, Inc.

 




    Exhibit P-1H-2 


     


    

 


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2018-C43


 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C43



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the
appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the
Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on
such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the
undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound
by the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with
respect to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained
from the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1 


     


    

 


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


 


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


	 	 	 
	 	By:	 
	 	Title:
	 	Company:
	 	Phone:





 






    Exhibit P-2-2 


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities,
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial
Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you
(the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


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


 


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


 


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


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 






    Exhibit P-2-3 


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 






    Exhibit P-2-4 


     


    

 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells
Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 




    Exhibit P-2-5 


     


    

 


EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2018-C43


 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage

                                                                                Pass-Through
                                         Certificates, Series 2018-C43_________________




 


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
March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited, Moody’s Analytics or Thomson Reuters Corporation, a market data
                                         provider that has been given access to the Statements to Certificateholders, CREFC®
                                         Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


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



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 






    Exhibit P-3-1 


     


    

 


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



 


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





	 	 	 
	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


  




    Exhibit P-3-2 


     


    


 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C43



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01
of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition of “Mortgage
File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect
to clause (xii), a copy of such letter of credit and the required officer’s certificate), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to
be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


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


 





	 	WELLS
               FARGO BANK, NATIONAL

               ASSOCIATION, as Custodian
	 	 	 
		By:	 
	 	 	Name:

                              Title:


 






    Exhibit Q-1 


     


    

 





SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra 


CRRCompliance@wellsfargo.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager 


commercial.servicing@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





 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2018-C43 


CMBSTrustee@wilmingtontrust.com


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2018-C43 


trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
WFCM 2018-C43 Surveillance Manager 


With
a copy sent contemporaneously via email to


cmbs.notices@parkbridgefinancial.com


 






    Exhibit Q-2 


     


    

 


Barclays
Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: Daniel.vinson@barclays.com


 


with
a copy to:



Barclays Bank PLC

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


Wells
Fargo Bank, National Association 


301
South College St. 


Charlotte,
North Carolina 28288 


Attention:
Wells Fargo Commercial Mortgage Trust 2018-C43,


Commercial
Mortgage Pass-Through Certificates, Series 2018-C43


 


with
a copy to:


 


Jeff
D. Blake, Esq., Senior Counsel


Wells
Fargo Law Department, D1053-300


301
South College St.


Charlotte,
North Carolina, 28288


jeff.blake@wellsfargo.com


 


and
a copy to:


 


Jacqueline
Gelman


Wells
Fargo Bank, National Association


10
South Wacker Drive, 32nd Floor


Chicago,
IL 60606


Telephone
number: (312) 827-1565


Email:
jacqueline.m.gelman@wellsfargo.com


 


BSPRT
Finance, LLC 


142
West 57th Street, Suite 1201


New
York, New York 10019 


Attention:
Micah Goodman and Tiffany Putman


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP


200
Liberty Street


 



    Exhibit Q-3 


     


    

 





New
York, New York 10281 


Attention:
Jeffrey Rotblat


 


and


 


Benefit
Street Partners Realty Trust, Inc. 


142
West 57th Street, Suite 1201 


New
York, New York 10019 


Attention:
Micah Goodman and Tiffany Putman


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP


200
Liberty Street


New
York, New York 10281


Attention:
Jeffrey Rotblat


 


C-III
Commercial Mortgage LLC


5221
N. O’Connor Blvd., Suite 600


Irving,
Texas 75039


Attention:
Jenna Vick Unell, General Counsel





Facsimile
No.: (972) 868-5490





with
a copy to:


 


C-III
Capital Partners LLC 


717
Fifth Avenue, 18th Floor


New
York, New York 10022


Attention:
Jeffrey Cohen


Facsimile
No.: (212) 705-5001


 


and
a copy to:


 


C-III
Commercial Mortgage LLC 


717
Fifth Avenue, 15th Floor 


New
York, New York 10022





Attention:
Michael Pierro


Facsimile
No.: (212) 705-5001


 


and
a copy to:


 


C-III
Commercial Mortgage LLC


717
Fifth Avenue, 18th Floor


New
York, New York 10022


Attention:
Paul Hughson


Facsimile
No.: (212) 705-5001


 


Rialto
Mortgage Finance, LLC


 






    Exhibit Q-4 


     


    

 


600
Madison Avenue, 12th Floor


New
York, New York 10022 


Attention:
Kenneth M. Gorsuch, Managing Director


 




    Exhibit Q-5 


     


    

 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2018-C43 Asset Manager

Telecopy Number: (704) 715-0036]





      



 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of March 1, 2018 (the
“Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “ Master Servicer”), Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), the Trustee, as trustee, and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, hereby constitutes and appoints the Master Servicer, by and through
the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place
and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by the Master Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the
Mortgage Loans and Mortgaged Properties; provided, however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not
otherwise defined herein have the meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    Exhibit R-1-1 


     


    

 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 






    Exhibit R-1-2 


     


    

 


		e.	the
                                         taking of deed-in-lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.       The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.       The
execution and delivery of the following:


 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, 



 






    Exhibit R-1-3 


     


    

 


	 	 	consents
                                         to and monitoring of the application of any proceeds of insurance policies or condemnation
                                         awards to the restoration of the related Mortgaged Property, REO Property or otherwise,
                                         documents relating to the management, operation, maintenance, repair, leasing and marketing
                                         of the related Mortgaged Properties or REO Properties (including agreements and requests
                                         by any borrower with respect to modifications of the standards of operation and management
                                         of such Mortgaged Properties or the replacement of asset managers), documents exercising
                                         any or all of the rights, powers and privileges granted or provided to the holder of
                                         any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
                                         and attornment agreements or other leasing or rental arrangements, any easements, covenants,
                                         conditions, restrictions, equitable servitudes, or land use or zoning requirements with
                                         respect to the Mortgaged Properties or REO Properties, instruments relating to the custody
                                         of any collateral that now secures or hereafter may secure any Mortgage Loan and any
                                         other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit
in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master
Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association
except as specifically provided for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the
name of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow
the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities,


 






    Exhibit R-1-4 


     


    

 


obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2018-C43 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 ____________.








	 	 	 
	 	WILMINGTON
                                         TRUST, NATIONAL
  ASSOCIATION,
                                         as Trustee for Wells Fargo 
  Commercial
                                         Mortgage Trust 2018-C43


	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:





	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 
	 	 	 	 





 





 




    Exhibit R-1-5 


     


    

 





	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-1-6 


     


    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


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


 


10851
Mastin Street, Suite 700

Overland Park, Kansas 66210]


 

 





SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of March 1, 2018 (the
“Agreement”) by and between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, the Trustee, as trustee, and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, hereby constitutes and appoints the Special Servicer, by and
through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name,
place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to
the Mortgage Loans and REO Properties; provided, however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not
otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 






    Exhibit R-2-1 


     


    

 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the sale or repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed-in-lieu of foreclosure;



 






    Exhibit R-2-2 


     


    

 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above; and



 


		j.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 






    Exhibit R-2-3 


     


    

 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



  


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the


 



    Exhibit R-2-4 


     


    

 


Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation
or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special
Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the
Special Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Special Servicer under the Agreement or to allow
the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2018-C43 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 ____________.








	 	 	 
	 	Wilmington
                    Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2018-C43

	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:


 






    Exhibit R-2-5 


     


    




 


Prepared
by:


 





 






Name:





Title: 


Address:
Wilmington Trust, National Association





 1100
North Market Street





 Wilmington,
Delaware 19890


 


Witness:


 


 






 




    Exhibit R-2-6 


     


    

 


State
of Delaware} 


County
of }





On
________________________, before me,


_________________________________Notary
Public, personally appeared


___________________________,
who proved to me on the basis of 


satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





 






Notary
signature


 




    Exhibit R-2-7 


     


    



 


EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	Moffett Towers II – Building 2	
        NOTE A-2

         

        Barclays Bank PLC

        

        745 Seventh Avenue

        

        New York, New York 10019

         

        NOTE A-3

         

        WFCM 2017-C42 Master Servicer:

         

        

        Wells Fargo Bank, National Association

        

        Commercial Mortgage Servicing

        

        Three Wells Fargo

        

        MAC D1050-084

        

        401 South Tryon Street, 8th Floor

        

        Charlotte, North Carolina 28202

        

        Attention: WFCM 2017-C42 Asset Manager

        

        Email: commercial.servicing@wellsfargo.com

         

        

        and a copy to:

         

        Mayer Brown LLP

        

        214 North Tryon Street, Suite 3800

        

        Charlotte, North Carolina 28202

        

        Attention: Christopher J. Brady,
        Esq.

         

        WFCM 2017-C42 Special Servicer:

         

        LNR Partners, LLC 

        

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Andrew J. Sossen, Esq. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: asossen@starwood.com and jwarshaw@lnrproperty.com

         

        with a copy to:

         

        lnr.cmbs.notices@lnrproperty.com

         

        



 






    	Exhibit S-1



     


    

 


		
        

        

        WFCM 2017-C42 Trustee:

         

        Wilmington Trust, National Association 

        

        1100 North Market Street 

        

        Wilmington, Delaware 19890 

        

        Attention: CMBS Trustee WFCM 2017-C42

         

        with a copy to:

         

        CMBSTrustee@wilmingtontrust.com 

        

        Facsimile No.: (302) 636-4140

         

        WFCM 2017-C42 Certificate Administrator:

         

        Wells Fargo Bank, National Association 

        

        9062 Old Annapolis Road 

        

        Columbia, Maryland 21045 

        

        Attention: Corporate Trust Services – WFCM 2017-C42

         

        with a copy to:

         

        cts.cmbs.bond.admin@wellsfargo.com 

        

        trustadministrationgroup@wellsfargo.com

         

        NOTE A-4

         

        BANK 2018-BNK10 General Master Servicer:

         

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: BANK 2018-BNK10 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033

         



 






    	Exhibit S-2



     


    

 





		
        

        

        

        BANK 2018-BNK10 General Special Servicer:

         

        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017

        Attention: Jacob M. K. Baron

        BANK 2018-BNK10

        Email: jbaron@torchlightinvestors.com and 

info@torchlightloanservices.com

         

        BANK 2018-BNK10 Trustee:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee BANK 2018-BNK10

         

        with a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        BANK 2018-BNK10 Certificate Administrator:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK10

         

        with a copy to:

        

        cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

	Airport Business Center 	
        NOTE A-1

         

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra 

        Email: Anthony.sfarra@wellsfargo.com

         

        NOTE A-3

         

        Wells Fargo Bank, National Association

        

        



 






    	Exhibit S-3



     


    

 





	 	
        375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra

        Email: Anthony.sfarra@wellsfargo.com

         



 






    	Exhibit S-4



     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR SOCAL PORTFOLIO MORTGAGE LOAN:


 


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]


 


[FOR HOUSTON DISTRIBUTION CENTER MORTGAGE LOAN:


 


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 APPLE CAMPUS MORTGAGE LOAN:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK10 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202



 






    	Exhibit T-1



     


    

 


Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033]


 


VIA EMAIL


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43,

Commercial Mortgage Pass-Through Certificates, Series 2018-C43



 


Ladies and Gentlemen:


 


As you know, [Wells Fargo
Bank, National Association][__][__][__], acts as the master servicer (the “Lead Master Servicer”) for the whole
loan secured by the [mortgaged property][portfolio of mortgaged properties] identified as [SoCal Portfolio][Houston Distribution
Center][Apple Campus 3] (the “Subject Whole Loan”) under the [CGCMT 2018-B2][UBS 2018-C8][BANK 2018-BNK10] [pooling][trust]
and servicing agreement (the “Lead PSA”). This is to inform you that Note[s] [_][_][_][_] of the Subject Whole
Loan (the “Subject Mortgage Loan”) [has][have] been transferred to Wells Fargo Commercial Mortgage Trust 2018-C43
pursuant to that certain Pooling and Servicing Agreement, dated March 1, 2018 (the “2018-C43 Pooling Agreement”)
by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “2018-C43 Master Servicer”), Midland Loan Services, a Division of PNC Bank,
National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “2018-C43 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2018-C43
Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and that
the 2018-C43 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2018-C43
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2018-C43 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to
the 2018-C43 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-C43 Pooling Agreement) and the Lead PSA.


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2018-C43 Pooling Agreement) under the 2018-C43 Pooling Agreement.


 


Thank you for your attention
to this matter.


 


Date: __________________________


 






    	Exhibit T-2



     


    

 





	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial
Mortgage Pass-Through Certificates, Series 2018-C43
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit T-3



     


    

 


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



 


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


 


DBRS, Inc.





333 West Wacker Drive, Suite 1800





Chicago, Illinois 60606





Attention: Commercial Mortgage Surveillance





Facsimile No.: (312) 332-3492





Email: cmbs.surveillance@dbrs.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 






    	Exhibit U-1



     


    

 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43



 


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)       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 March 1,
2018 (the “Pooling and Servicing Agreement”).

Transaction: Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates Series 2018-C43

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National
Association

Directing Certificateholder: [______]


 


		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.	[●]
                                         non-Specially Serviced Loans were the subject of a Major Decision as to which the operating
                                         advisor has consultation rights pursuant to the Pooling and Servicing Agreement.



 


		II.	Executive
                                         Summary



 


Based on the requirements and qualifications set forth in the
Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s
analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special Servicer’s
reported actions on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations
and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special
Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the
Pooling and Servicing Agreement during the prior calendar year on a “asset-level basis”. [The Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard
as a result of the following material deviations.]


 


 






1      This report is an
indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor
will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with
the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 






    	Exhibit V-1



     


    

 


•    [LIST OF MATERIAL DEVIATION ITEMS]


 


In addition, the Operating Advisor notes the following: [PROVIDE
SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


•    [ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL
SERVICER, IF APPLICABLE]


 


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


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third
party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Cumulative
Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans:
[List related mortgage loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis
of the Asset Status Reports (including related net present value calculations and Cumulative Appraisal Reduction Amount calculations)
related to the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit.
For instance, we did not re-engineer the quantitative aspects of their net present value calculator, visit any property, visit
the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present
value calculations and Cumulative Appraisal Reduction Amount calculations is limited to the mathematical accuracy of the calculations
and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into
account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and
made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor.
Such recommendations generally included the following: [LIST].



 


		3.	Cumulative Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Cumulative Appraisal Reduction Amount or net present value calculations used in the special servicer’s
determination of what course of action to 



 






    	Exhibit V-2



     


    

 


	 	take in connection with the workout or liquidation of a Specially Serviced Loan prior
to the utilization by the special servicer.



 


		(a)	The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		(b)	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any:
[LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents
that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.



 


		3.	Except as may have been reflected in any Major Decision Reporting Package or Asset Status Report, 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 generally relied upon the information delivered to it by the Special Servicer as well as its interaction
with the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		4.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct
the actions of the Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it
reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this 



 






    	Exhibit V-3



     


    

 


	 	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.



 


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


 






    	Exhibit V-4



     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING 

REPLACEMENT OF SPECIAL SERVICER


 


Wilmington Trust, National Association

  as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2018-C43


 


Wells Fargo Bank, National Association

  as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C43





Email: trustadministrationgroup@wellsfargo.com and 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:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43, 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 March 1, 2018 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial
Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43 (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 actions 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


 






    	Exhibit W-1



     


    

 


Servicing
Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


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


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager

Telecopy Number: (704) 715-0036]


 


[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:	Access to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial
Mortgage Pass-Through Certificates, Series 2018-C43



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), among the
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)/ 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.


 


[Wells Fargo/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


 






    	Exhibit X-1



     


    

 


[_________] [_____], 20[___]


Page
2


 


Information
(a) includes or may be based upon information provided to [Wells Fargo/Midland] by third parties, (b) may not have been
verified by [Wells Fargo/Midland], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/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) [Wells Fargo/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 [Wells Fargo/Midland];
(b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from
transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells Fargo/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 [Wells Fargo/Midland]’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/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”). [Wells Fargo/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) [Wells
Fargo/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. [Wells Fargo/Midland] shall cease to provide the Company with Confidential Information if [Wells Fargo/Midland]
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
[Wells Fargo/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. [Wells Fargo/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


 






    	Exhibit X-2



     


    

 


[_________] [_____], 20[___]


Page
3

 


of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/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 to limit or qualify any of [Wells Fargo/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



     


    

 


[_________] [_____], 20[___]


Page 4


 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	 	 
	 	Very truly yours,
	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:]





	 	 	 
	 	[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, [identifying the certifying
individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc., the depositor into
the above-referenced Trust, certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be
filed in respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial Mortgage Trust 2018-C43 (the
“Exchange Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item 1123
of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have
been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.



 



    Exhibit Y-1


     


    

 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, (B) [list other applicable parties
to servicing agreements for Non-Serviced Mortgage Loans].


 


	Date:	 	 	 
	 	 	 	 
	President and Chief Executive Officer	 
	Wells Fargo Commercial Mortgage Securities, Inc.	 
	(Senior officer in charge of the securitization of the depositor)	 




 



    Exhibit Y-2


     


    

 





EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(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 March 1, 2018 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, the Certificate
Administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


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



 


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



 


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



 


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



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate 



 



    Exhibit Z-1-1


     


    

 


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


 


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


 


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


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit Z-1-2


     


    

 





EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), and Park Bridge Lender Services 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, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by 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 compliance certificate delivered by the Master Servicer under Section 11.09 of the 



 



    Exhibit Z-2-1


     


    

 


	 	 	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.]


 



    Exhibit Z-2-2


     


    

 





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


 


Date:


 


	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 



    Exhibit Z-2-3


     


    

 





EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(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 March 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee
(the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Park Bridge Lender Services 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,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), 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;



 


		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 



 



    Exhibit Z-3-1


     


    

 


	 	 	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:


 


	 	Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit Z-3-2


     


    

 





EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


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:


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit Z-4-1


     


    

 





EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of [______] (the “Operating Advisor”) as Operating Advisor under that certain
Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”), entered into
by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services 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, [Name of the Other Depositor] and [its][their
respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), 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



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating 



 



    Exhibit Z-5-1


     


    

 


	 	 	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:


 


	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
	 	 	liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York 
	 	 	limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit Z-5-2


     


    

 





EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(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 March 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust,
National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their
respective] officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


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 Z-6-1


     


    

 





EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C43
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of [______] (the “Asset Representations Reviewer”) as Asset Representations
Reviewer under that certain Pooling and Servicing Agreement dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee,
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services 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, [Name of the Other Depositor]
and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), 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 Z-7-1


     


    

 





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


 


Date:


 


	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Operating Advisor
	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited
	 	 	liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York
	 	 	limited
liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit Z-7-2


     


    

 





EXHIBIT
AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall
not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of
the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that
is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 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
	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



 


 



1        Only to the extent that the Trustee was required to
make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 



    Exhibit AA-1


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	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
	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



 



    Exhibit AA-2


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 



    Exhibit AA-3


     


    

 





EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04 of the Pooling
and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has 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 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 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 the Special Servicer, as the case may be. For this Series 2018-C43 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

        ●     Item 1121(a)(13)
of Regulation AB

        ●     Item 1121(a)(14)
of Regulation AB
	
        ●     Certificate
Administrator 

        ●     Depositor

        
	
        Item
        1A: Asset-Level Information

        ●        
        Item 1111(h) of Regulation AB

        ●        
        Item 1125 of Regulation AB 
	●     
    Master Servicer
	
        Item 1B: Asset Representations Reviewer and Investor
Communication: 

        ●     Item 1121(d)
        of Regulation AB


        ●     Item 1121(e)
        of Regulation AB

        	
        ●     Certificate Administrator


        ●     Depositor


        ●     Asset Representations
        Reviewer (with respect to Item 1121(d) of Regulation AB only)

        



 



    Exhibit BB-1


     


    

 


	Item on Form 10-D	Party Responsible
	Item 2:  Legal Proceedings:	●     Master Servicer (as to itself)
	●     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 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
	●     Master Servicer



 



    Exhibit BB-2


     


    

 


	Item on Form 10-D	Party Responsible
	
        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 DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate Administrator,
        Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible”
        with respect to such information pursuant to Exhibit DD.


        ●     Certificate Administrator
        (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account as of the
        related Distribution Date and the preceding Distribution Date)


        ●     Master Servicer (with
        respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution Date)


        ●     Special Servicer
        (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)


        ●     Any other party responsible
        for 

        



 



    Exhibit BB-3


     


    

 


	Item on Form 10-D	Party Responsible	 
	 	disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation AB to the
        extent material to Certificateholders)	 
	
        Item 10: Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 10: Exhibits (no. 4):

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate Administrator


        ●     Depositor


        provided that, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case, that in
        the event any reportable agreement is executed by the Depositor and the Trustee or Certificate 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 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 

         
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 



 



    Exhibit BB-4


     


    

 


	Item on Form 10-D	Party Responsible
	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 DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.




 



    Exhibit BB-5


     


    

 



EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the
“Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income
information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer 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 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 the Special Servicer, as the case may be. For this Series 2018-C43 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.


 


	Item on Form 10-K 	Party Responsible
	Item 1B:  Unresolved Staff Comments	●     Depositor
	
        Item 9B: Other Information, but only
        to the extent of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported
        as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
        as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure”

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW



 



    Exhibit CC-1


     


    

 


	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	●     The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     Depositor



 



    Exhibit CC-2


     


    

 


	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
        only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
        of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
        applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
        or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
        Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only
        net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
        was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only
        to the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	●     Master Servicer 
	
        Instruction J(2)(c) (Significant Enhancement
        Provider Information):

         

        ●     Items 1114(b)(2)
        and 1115(b) of Regulation AB

         
	●     Depositor



 



    Exhibit CC-3


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item 1117
        of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
        material to security holders)

         
	
        ●     Master Servicer (as
        to itself)

         

        ●     Special Servicer (as
        to itself)

         

        ●     Certificate Administrator
        (as to itself)

         

        ●     Trustee (as to itself)

         

        ●     Depositor (as to itself)

         

        ●     Trustee/Certificate
        Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how
        there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on
        the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust
        and (4) any other party listed under this item as a “Party Responsible”; provided, however, that
        an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,
	
        ●     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, 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 




 



    Exhibit CC-4


     


    

 


	
        

        but only the existence and (if existent) the
        general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
        the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
        third party (apart from the Series 2018-C43 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-C43 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of
its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan
Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or
existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
it was previously reported as 
	
        from
and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement to the effect that
such party no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10
        K is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10 K is due.

         




 



    Exhibit CC-5


     


    

 


	“Additional Form 10 K Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how
        there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
        or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent)
the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with
an unrelated third party (apart from the Series 2018-C43 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K
	
        ●     Depositor 

        ●     Each
        Mortgage Loan Seller

         




 



    Exhibit CC-6


     


    

 


	
        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-C43 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	
         

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
        liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights
        of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee 

        ●     Certificate
Administrator 

        ●     Depositor

         

        provided that, in each
case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
	 



 



    Exhibit CC-7


     


    

 


	
         
	
        and
        Servicing Agreement

         

        provided, further,
        in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
        then the Depositor shall be the responsible party.

         
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item
        601 of Regulation S-K)

         
	●     Certificate Administrator, Trustee, 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 CC-8


     


    

 


	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles
        (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18
        of Item 601 of Regulation S-K)

         
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
        to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part
        1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
        of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and
        Servicing Agreement.

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part
        2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for
        purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
        11.13 of this Pooling and Servicing 

         
	
        ●     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 

         
	 



 



    Exhibit CC-9


     


    

 


	Agreement.	required
    to deliver or cause the delivery of the related attestation report.
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
        601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
        No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
        No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32
        of Item 601 of Regulation S-K).

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No.
        35 

         
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.



 



    Exhibit CC-10


     


    

 


	of Item 601 of Regulation S-K).	 	 
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
        Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
        601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of
        Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	
        Item 15: Exhibit (no. 101)

         

        Interactive Data File (Exhibit No. 101 of
        Item 601 of Regulation S-K).

         
	Not Applicable	 
	
        Item 15: Exhibit (no. 102)

         

        Asset Data File (Exhibit No. 102 of Item 601
        of Regulation S-K).

         
	[Certificate Administrator]

[Depositor]	 
	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No, 103 of
        Item 601 of Regulation S-K).

         
	
        [Certificate Administrator] 

        [Depositor]

         
	 



 



    Exhibit CC-11


     


    

 


EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the
Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has 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 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 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 applicable Master Servicer or Special Servicer,
as the case may be. For this Series 2018-C43 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible
	Item 1.01:  Entry into a Material Definitive Agreement	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement 




 



    Exhibit DD-1


     


    

 


	 	relates to the Trust or
    one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive
    agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor
    or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however,
    that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling
    and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy or Receivership	●     Depositor
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        ●     Certificate
        Administrator

         




 



    Exhibit DD-2


     


    

 


	Item 3.03:  Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item  6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee 

        ●     Depositor

         

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator

        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
Servicer (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



 



    Exhibit DD-3


     


    

 


	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
        of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator

         

        provided that, in each case, that
        this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
        regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
        of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
        No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where 
	●     Depositor



 



    Exhibit DD-4


     


    

 


	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.	 
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
        601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
        601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of
        Item 601 of Regulation S-K).

         
	●     Not Applicable.



 



    Exhibit DD-5


     


    

 


EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA
EMAIL TO


cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2018-C43—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 March 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [         ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


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


 



    Exhibit EE-1


     


    

 





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


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc: Depositor


 



    Exhibit EE-2


     


    

 



EXHIBIT FF


 


INITIAL SUB-SERVICERS


 


		1.	Bellwether Enterprise Real Estate Capital, LLC



 


		2.	CBRE Loan Services, Inc.



 


		3.	Holliday Fenoglio Fowler, L.P.



 


		4.	NorthMarq Capital, LLC



 


		5.	Preferred Capital Advisors, Inc.



 



     Exhibit FF-1


     


    

 





EXHIBIT GG


 


SERVICING FUNCTION PARTICIPANTS


 


		1.	Bellwether Enterprise Real Estate Capital, LLC



 



     Exhibit GG-1


     


    

 





EXHIBIT HH


 


FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Wells Fargo Commercial Mortgage Trust 2018-C43,
Commercial Mortgage Pass-Through Certificates, Series 2018-C43 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Midland Loan Services, a Division of PNC
Bank, National Association, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington
Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage
Securities, Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 
	 	 	 
	[WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as master servicer]
 [MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
 as special servicer]
 [WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as certificate administrator]
 [WILMINGTON TRUST, NATIONAL ASSOCIATION,
 as trustee]



 


	By:	 	 
	 	Name:	 
	 	Title:	 



 



     Exhibit HH-1


     


    

 





EXHIBIT II


 


FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain vendors,
which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific, limited
or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing criteria
or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below, the Reporting
Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


 


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs,
directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in all material
respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified and is
not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified any material
deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of
December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


 


 






1
     Describe any permissible exclusions, including those permitted under telephone interpretation
17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed
securities that were not required to be issued), if applicable.


 



     Exhibit II-1


     


    

 


[____], a registered public accounting firm, has
issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria
for the Reporting Period.


 


[Date of Certification]


 


	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit II-2


     


    

 





EXHIBIT JJ


 


CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent
to:

Commercial Real Estate Finance Council, Inc.

28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 



     Exhibit JJ-1


     


    

 





EXHIBIT KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


 


VIA E-MAIL:


 


To: Wells Fargo Bank, National Association,
as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref: WFCM 2018-C43, Additional Debt Notice for
Form 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
	WFCM
    2018-C43	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2018-C43	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2018-C43	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



     Exhibit KK-1


     


    

 




EXHIBIT LL


 


[RESERVED]


 



     Exhibit LL-1


     


    

 





EXHIBIT MM


 


ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2018-C43—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 March 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and 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
	Master Servicer’s Collection Account	 	 
	REO Account	 	 


 



     Exhibit MM-1


     


    

 


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


 


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


 


	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 



     Exhibit MM-2


     


    

 





EXHIBIT NN


 


FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

            as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2018-C43


Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

            as Master Servicer

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager

Telecopy Number: (704) 715-0036


 


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


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor


New York, New York 10016


Attention: WFCM 2018-C43 Surveillance Manager


With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates,
Series 2018-C43 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of March 1, 2018, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



 



     Exhibit NN-1


     


    

 


This letter is delivered to you, pursuant to Section
3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Contact Info: [Tel/Email]	 



 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority
interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination
Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under
the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on
your website to the following effect:



 


“A Consultation Termination Event
or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling
Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit NN-2


     


    

 





EXHIBIT OO


 


FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43



 


Ladies and Gentlemen:


 


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion
is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


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



 


 






1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 



     Exhibit OO-1


     


    

 


	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations
Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited   liability
company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York  limited liability
company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit OO-2


     


    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]






 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	 	 



 



     Exhibit OO-3


     


    

 




EXHIBIT PP


 


FORM OF ASSET REVIEW REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series 2018-C43



 


Ladies and Gentlemen:


 


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


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



 


 






1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 



     Exhibit PP-1


     


    

 


	 	PARK BRIDGE LENDER SERVICES LLC, 

as Asset Representations
Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability
company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a
New York limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit PP-2


     


    

 





Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity



 



     Exhibit PP-3


     


    

 




EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling and Servicing Agreement,
this Exhibit sets forth the Asset Representations Reviewer’s review procedures for each Delinquent Loan based on the information
provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


		Step 1	Asset Representations Reviewer
(“ARR”) receives the following items before beginning its review:



 


		●	CREFC® Delinquent Loan Status Report



 


		●	Notice of Asset Review Trigger (with attachments)



 


		●	Notice of Asset Review Vote Election



 


		●	Notice of Affirmative Asset Review Vote



 


		●	Asset Review Notice



 


		●	List of all Subject Loans



 


		●	Review Materials for each Subject Loan via Secure Data Room access, including the Diligence File



 


		●	Any Unsolicited Information (if applicable)



 


		Step 2	For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room
to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents provided in the definition
of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement,
and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 



     Exhibit QQ-1


     


    

 


		Step
3	If ARR determines that the information made available to it in the Secure Data Room with respect to any Subject
Loan is missing any documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents
and (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially
Serviced Loans) of such missing documents, and requests that the Master Servicer or the Special Servicer, as the case may be, deliver
to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing documents are not provided
by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents from the related Mortgage
Loan Seller.


 


Analysis and
Testing of Representations and Warranties


 


		Step
4	For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of
such Subject Loan, ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage
Loan Seller with respect to such Subject Loan as follows:


 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and
warranty;



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller; and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion;



 


		○	completing the Asset Review Report by setting forth, for each Subject Loan, the information contemplated
herein with respect to each representation and warranty.



 



     Exhibit QQ-2


     


    

 


ARR will not attempt (and has no obligation) to determine the materiality
of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated herein.


 



     Exhibit QQ-3


     


    

 





EXHIBIT RR


 


FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2018-C43

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series
2018-C43



 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized representative of the
Depositor][a designee of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes
of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise
make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that
the representations above remains true and correct.



 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


 






*      Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



     Exhibit RR-1


     


    

 


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


 


	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


	[Wells Fargo Commercial Mortgage Securities, Inc., as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 



 



     Exhibit RR-2


     


    

 





EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF 

DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C43 Asset Manager
	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: WFCM 2018-C43 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

	 	 
	
        Midland Loan Services,
a Division of PNC 

Bank, National Association

        10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565
	 


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through Certificates, Series
2018-C43



 


In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED
DISTRIBUTION DATE]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 



     Exhibit SS-1


     


    

 


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


 


	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 



     Exhibit SS-2


     


    

 





EXHIBIT TT


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF Vertical RR Interest


 


[DATE]


 


	
        Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

CRRCompliance@wellsfargo.com
	
        Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28288

Attention: Wells Fargo Commercial Mortgage Trust 2018-C43

	 	 
	
        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019
	 


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43



 


In accordance with Section 5.02(e)
of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Agreement”), the Certificate Administrator,
as custodian, hereby acknowledges receipt of $[_] of Vertical RR Interest in the form of Definitive Certificates (CUSIP No. [_])
as defined in the Agreement, for the benefit of [Wells Fargo Bank, National Association and Barclays Bank PLC][Subsequent Transferee].
A copy of the Vertical RR Interest is attached as Exhibit A. Payments on the Vertical RR Interest 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.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit TT-1


     


    

 





EXHIBIT UU


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF HORIZONTAL RISK RETENTION CERTIFICATES


 


[DATE]


 


	
        Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

CRRCompliance@wellsfargo.com
	
        [KKR Real Estate Credit Opportunity 

Partners Aggregator I L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem]

        [OR SUBSEQUENT TRANSFEREE]



 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C43, Commercial Mortgage Pass-Through
Certificates, Series 2018-C43



 


In accordance with Section 5.02(e)
of the Pooling and Servicing Agreement, dated as of March 1, 2018 (the “Agreement”), the Certificate Administrator,
as custodian, hereby acknowledges receipt of $[_] of the Class [E][F][G] Certificates in the form of Definitive Certificates (CUSIP
No. [_]) as defined in the Agreement, for the benefit of [KKR Real Estate Credit Opportunity Partners Aggregator I L.P][Subsequent
Transferee]. A copy of the Class [E][F][G] Certificate is attached as Exhibit A. Payments on the Class [E][F][G] Certificate 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.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit TT-1


     


    

 





SCHEDULE
1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	Moffett Towers II – Building 2



 


		2.	Airport Business Center



 


		3.	The SoCal Portfolio



 


		4.	Houston Distribution Center



 


		5.	Apple Campus 3



 



     Schedule
                                                                                       1-1


     


    

 





SCHEDULE
2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 




	Distribution
        Date
	Class
        A-SB Planned Principal 

        Balance ($)

	April
    2018	40,193,000.00
	May
    2018	40,193,000.00
	June
    2018	40,193,000.00
	July
    2018	40,193,000.00
	August
    2018	40,193,000.00
	September
    2018	40,193,000.00
	October
    2018	40,193,000.00
	November
    2018	40,193,000.00
	December
    2018	40,193,000.00
	January
    2019	40,193,000.00
	February
    2019	40,193,000.00
	March
    2019	40,193,000.00
	April
    2019	40,193,000.00
	May
    2019	40,193,000.00
	June
    2019	40,193,000.00
	July
    2019	40,193,000.00
	August
    2019	40,193,000.00
	September
    2019	40,193,000.00
	October
    2019	40,193,000.00
	November
    2019	40,193,000.00
	December
    2019	40,193,000.00
	January
    2020	40,193,000.00
	February
    2020	40,193,000.00
	March
    2020	40,193,000.00
	April
    2020	40,193,000.00
	May
    2020	40,193,000.00
	June
    2020	40,193,000.00
	July
    2020	40,193,000.00
	August
    2020	40,193,000.00
	September
    2020	40,193,000.00
	October
    2020	40,193,000.00
	November
    2020	40,193,000.00
	December
    2020	40,193,000.00
	January
    2021	40,193,000.00
	February
    2021	40,193,000.00
	March
    2021	40,193,000.00
	April
    2021	40,193,000.00
	May
    2021	40,193,000.00
	June
    2021	40,193,000.00
	July
    2021	40,193,000.00
	August
    2021	40,193,000.00
	September
    2021	40,193,000.00
	October
    2021	40,193,000.00
	November
    2021	40,193,000.00
	December
    2021	40,193,000.00
	January
    2022	40,193,000.00
	February
    2022	40,193,000.00
	March
    2022	40,193,000.00
	April
    2022	40,193,000.00
	May
    2022	40,193,000.00
	June
    2022	40,193,000.00
	July
    2022	40,193,000.00
	August
    2022	40,193,000.00
	September
    2022	40,193,000.00
	October
    2022	40,193,000.00
	November
    2022	40,193,000.00
	December
    2022	40,193,000.00
	January
    2023	40,193,000.00








	Distribution
        Date
	Class
        A-SB Planned Principal 

        Balance ($)

	February
    2023	40,192,505.03
	March
    2023	39,386,914.22
	April
    2023	38,738,550.88
	May
    2023	38,027,614.14
	June
    2023	37,373,606.84
	July
    2023	36,657,185.23
	August
    2023	35,997,487.16
	September
    2023	35,335,051.11
	October
    2023	34,610,438.35
	November
    2023	33,942,241.65
	December
    2023	33,212,030.62
	January
    2024	32,538,025.50
	February
    2024	31,861,222.22
	March
    2024	31,063,685.42
	April
    2024	30,380,754.20
	May
    2024	29,636,223.97
	June
    2024	28,947,362.10
	July
    2024	28,197,068.39
	August
    2024	27,502,226.66
	September
    2024	26,804,499.11
	October
    2024	26,045,589.62
	November
    2024	25,341,808.68
	December
    2024	24,577,016.41
	January
    2025	23,867,131.84
	February
    2025	23,154,298.15
	March
    2025	22,265,119.00
	April
    2025	21,545,620.09
	May
    2025	20,765,552.85
	June
    2025	20,039,819.83
	July
    2025	19,253,694.18
	August
    2025	18,521,675.31
	September
    2025	17,786,614.13
	October
    2025	16,991,423.23
	November
    2025	16,249,998.77
	December
    2025	15,448,623.93
	January
    2026	14,700,783.35
	February
    2026	13,949,833.86
	March
    2026	13,026,082.59
	April
    2026	12,268,161.83
	May
    2026	11,450,755.59
	June
    2026	10,686,281.70
	July
    2026	9,862,507.02
	August
    2026	9,091,425.59
	September
    2026	8,317,137.34
	October
    2026	7,483,824.88
	November
    2026	6,702,847.57
	December
    2026	5,863,034.57
	January
    2027	5,075,312.64
	February
    2027	4,284,313.80
	March
    2027	3,324,236.54
	April
    2027	2,525,944.69
	May
    2027	1,669,305.05
	June
    2027	864,124.69
	July
    2027	790.67
	August
    2027 and thereafter	0.00










 



     Schedule 2-1


     


    

 




SCHEDULE
3



 


DESIGNATED ESCROWS AND RESERVES 


 


	Mortgage Loan Number	Mortgage Loan Name	Applicable Escrow or Reserve (Initial Amount)
	19	Villa Sierra & Wyndchase Apartments	Upfront Replacement Reserve ($1,555,308)
	33	Holiday Inn Express - Waldorf	PIP Reserve ($677,800)
	38	Holiday Inn Express Greenville Airport	PIP Reserve ($824,300)



 



     Schedule 3-1


     


    



 


SCHEDULE I


 


The Lead Securitization
Servicing Agreement shall provide that during the continuation of a Control Appraisal Period, the Lead Senior Noteholder (or the
Servicer acting on its behalf) shall be required:


 


(i)       to
provide copies of any notice, information and report that it is required to provide to the controlling class representative pursuant
to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling Senior Noteholder (or its controlling
class representative), within the same time frame it is required to provide to the controlling class representative (for this purpose,
without regard to whether such items are actually required to be provided to the controlling class representative under the Lead
Securitization Servicing Agreement due to the occurrence of a Control Termination Event (as defined in the Lead Securitization
Servicing Agreement) or a Consultation Termination Event (as defined in the Lead Securitization Servicing Agreement)); and


 


(ii)       to
consult with each Non-Controlling Senior Noteholder (or its controlling class representative) on a strictly non-binding basis,
to the extent having received such notices, information and reports, such Non-Controlling Senior Noteholder (or its controlling
class representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling
Senior Noteholder (or its controlling class representative); provided that after the expiration of a period of ten (10) Business
Days from the delivery to a Non-Controlling Senior Noteholder (or its controlling class representative) by the Lead Senior Noteholder
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
controlling class representative, the Lead Senior Noteholder (or the Servicer acting on its behalf) shall no longer be obligated
to consult with such Non-Controlling Senior Noteholder (or its controlling class representative), whether or not such Non-Controlling
Senior Noteholder (or its controlling class representative) have responded within such ten (10) Business Day period (unless, the
Lead Senior Noteholder (or the Servicer acting on its behalf) 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 each Non-Controlling Senior Noteholder (or its controlling class representative) set forth in the immediately preceding
sentence, the Lead Senior Noteholder (or Servicer acting on its behalf) 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 Lead Senior Noteholder
(or Servicer acting on its behalf) determines that


 



    Sch. I-1


     


    

 


immediate action with respect thereto is necessary to protect the interests
of the Noteholders. In no event shall the Lead Senior Noteholder (or Servicer acting on its behalf) be obligated at any time to
follow or take any alternative actions recommended by a Non-Controlling Senior Noteholder (or its controlling class representative).


 


In addition to the consultation
rights of each Non-Controlling Senior Noteholder (or its controlling class representative), during the continuation of a Control
Appraisal Period the Non-Controlling Senior Noteholders shall have the right to attend annual meetings (either telephonically or
in person, in the discretion of the Servicer) with the Lead Senior Noteholder (or the Servicer acting on its behalf) at the offices
of the Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Servicer, as applicable, in which
servicing issues related to the Mortgage Loan are discussed.


 




    Sch. I-2


     


    

 


SCHEDULE
II


 


The Note A-1 PSA shall
provide that:


 


(i)        the
Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and trustee of each
other Securitization of the amount of any P&I Advance it has made with respect to the Note included in such Securitization
within two Business Days of making such advance;


 


(ii)        if
the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance previously
made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers written notice
of such determination within 2 Business Days after such determination was made;


 


(iii)       the
Master Servicer shall remit all payments received (or advanced) with respect to each Non-Lead Senior Note, net of its Servicing
Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the
applicable Non-Lead Senior Noteholder on the applicable Master Servicer Remittance Date;


 


(iv)       the
Master Servicer agrees to make available to the master servicer under each Non-Lead Securitization Servicing Agreement the CREFC®
Investor Reporting Package® (as defined in the Note A-1 PSA) pursuant to the terms of the Note A-1 PSA on a monthly basis on
the applicable Master Servicer Remittance Date;


 


(v)        the
Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, certificate administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver),
to the parties to each Non-Lead Securitization Servicing Agreement, at its own expense, in a timely manner, the reports, certifications,
compliance statements, accountants’ assessments and attestations, information to be included in reports (including, without
limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the other Servicing Agreements as
the parties to the Non-Lead Securitization may require in order to comply with their obligations under the Securities Act of 1933,
as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, and any other applicable law.
Without limiting the generality of the foregoing, the Lead Senior Noteholder shall provide in a timely manner to the depositor
and the trustee for any prior Securitization a copy of the Note A-1 PSA and each Lead Servicer (at the expense of the Lead Senior
Noteholder) will be required, upon prior written request, to provide to the depositor and the trustee for any prior Securitization
any other information required to comply in a timely


 



    Sch. II-1


     


    

 


manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K, any other disclosure information required pursuant to Regulation AB in a timely manner for inclusion in any disclosure document
(and, with respect to the Servicing Agreement, for filing under Form 8-K), and with respect to the Lead Servicers, upon prior written
request, market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect
to the Lead Securitization. As used in this Agreement, “Regulation AB” means Subpart 229.1100 – Asset Backed
Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the United States Securities and Exchange Commission (the “Commission”)
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer,
upon prior written request, shall each be required to provide certification and indemnification to each Certifying Person with
respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the applicable Non-Lead Securitization
Servicing Agreement;


 


(vi)        the
servicing duties of each of the Master Servicer and Special Servicer under the Note A-1 PSA shall include the duty to service the
Junior Note on behalf of the Junior Noteholder and to service the Non-Lead Senior Note on behalf of the related Trustees and related
Certificate holders in accordance with the terms and provisions of this Agreement;


 


(vii)       provide
that, with respect to the Non-Lead Senior Note, the Master Servicer shall withdraw from the related Collection Account and remit
to each Non-Lead Senior Noteholder, within one (1) Business Day of receipt of properly identified funds, any amounts that represent
late collections or principal prepayments on the related Non-Lead Senior Note or any successor REO Property with respect thereto
(exclusive of any portion of such amount payable or reimbursable to any third party in accordance with this Agreement), unless
such amount would otherwise be included in the monthly remittance to such Non-Lead Senior Noteholder for such month; provided,
however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master
Servicer shall use commercially reasonable efforts to remit such late collections or principal prepayments to each Non-Lead Master
Servicer within one Business Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such
amounts within two Business Days of receipt of properly identified funds;


 


(viii)      each
Non-Lead Senior Noteholder and the Junior Noteholder is an intended third-party beneficiary in respect of the rights afforded it
under the Note A-1 PSA and each master servicer under a Non-Lead Securitization Servicing Agreement will be entitled to enforce
the rights of the related Trustee with respect to such Non-Lead Senior Note under this Agreement and the Note A-1 PSA; and


 






    Sch. II-2


     


    

 


(ix)        each
master servicer and special servicer under any Non-Lead Securitization Servicing Agreement shall be a third-party beneficiary of
the Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)         it
shall not be amended in a manner that materially and adversely affects the rights of a Non-Lead Senior Noteholder without its consent;
and


 


(xi)        satisfy
Moody’s rating methodology as of the closing date of the Lead Securitization related to permitted investments and eligible
accounts applicable to securities rated “Aaa” by Moody’s;


 


(xii)       provide
that, in connection with (A) any amendment of the Note A-1 PSA, a party to the Note A-1 PSA is required to provide a copy of the
executed amendment to the depositor under each Non-Lead Securitization Servicing Agreement and one or more parties to each Non-Lead
Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format, no later
than the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer or Special
Servicer under the Note A-1 PSA, the replacement “master servicer” or replacement “special servicer”, as
applicable, is required to provide to the depositor under each Non-Lead Securitization Servicing Agreement and one or more parties
to each Non-Lead Securitization Servicing Agreement all disclosure about itself that is required to be included in Form 8-K no
later than the date of effectiveness thereof;


 


(xiii)      provide
that “servicer termination events” (or any analogous term under the Note A-1 PSA) include customary market termination
events with respect to failure to make advances, failure to remit payments to the Non-Lead Senior Noteholder as required, failure
to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Senior Noteholder or the depositor
under each Non-Lead Securitization Servicing Agreement to timely comply with its obligations under the Exchange Act, the Securities
Act or Form SF-3, and for rating agency triggers with respect to any Certificates, subject to customary grace periods (provided
that, in the case of failures related to the securities laws, such grace periods will not cause a depositor under a Non-Lead Securitization
Servicing Agreement to fail to comply with the applicable provisions of such securities laws);


 


(xiv)      provide
that if a Non-Lead Senior Note becomes the subject of an “asset review” under the applicable Non-Lead Securitization
Servicing Agreement, the applicable parties to the Note A-1 PSA are required to reasonably cooperate with the related asset representations
reviewer or other applicable party to the applicable Non-Lead Securitization Servicing Agreement in connection with such asset
review, including with respect to providing access to related


 



    Sch. II-3


     


    

 


underlying documents to the extent the asset representations reviewer
or such other applicable party to the applicable Non-Lead Securitization Servicing Agreement has not obtained such documents from
the applicable Non-Lead Senior Noteholder and such documents are in the possession of the applicable party to the Note A-1 PSA;
and


 


(xv)      have
provisions materially consistent with those set forth in the Model PSA with respect to:


 


(1)       
servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status;


 


(2)       the
authority of the servicers under the Note A-1 PSA to grant or agree or consent to material modifications, waivers and amendments
to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with
the Mortgage Loan;


 


(3)       requirements
to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates
thereof;


 


(4)       duties
of the special servicer in respect of foreclosure and the management of REO property; and


 


(5)       subject
to various adjustments and caps provided for in the Note A-1 PSA, primary servicing, special servicing, workout and liquidation
fees,


 


provided,
however, that (1) this clause (xv) shall not be construed to prohibit differences in timing, control or consultation triggers
or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificate
holder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice
or rating agency confirmation requirements; and (2) in the event of any conflict between this sentence and any other provision
of this Agreement, such other provision of the Agreement shall control.


 




    Sch. II-4


     


    

 


SCHEDULE
III


 


If Note A-2 or Note A-3
is included in a Securitization, it shall cause the applicable Non-Lead Securitization Servicing Agreement to contain provisions
to the effect that:


 


(i)        the
applicable master servicer and trustee for such Securitization shall be required to notify the master servicer, special servicer
and trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)        if
the applicable master servicer, special servicer or trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall provide the
other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)       in
the event the Non-Lead Senior Noteholder is responsible for its proportionate share of any Nonrecoverable Advances (or any other
portion of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense in connection with the servicing and
administration of the Mortgage Loan as to which the Lead Securitization or any of the parties thereto are entitled to be reimbursed
pursuant to the terms of the Servicing Agreement, and funds received with respect to the Non-Lead Senior Note are insufficient
to cover such amounts, (x) the related master servicer will be required to pay the Master Servicer, Special Servicer or Lead Trustee,
as applicable, out of general funds in the collection account (or equivalent account) established under the Non-Lead Securitization
Servicing Agreement and (y) if the Lead Servicing Agreement permits the Master Servicer, Special Servicer or Lead Trustee to pay
itself from the Lead Securitization Trust’s general account then the master servicer under the Non-Lead Securitization Servicing
Agreement will be required to reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent
account) established under the Non-Lead Securitization Servicing Agreement;


 


(iv)      each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the extent the Lead Securitization Trust is required
to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses, incurred in connection with any PSA that relate solely to its servicing of
the Mortgage Loan, as applicable, and the master servicer under the Non-Lead Securitization Servicing Agreement will be required
to reimburse the Master Servicer, Special Servicer or Lead Trustee, as applicable, out of general funds in the collection account
(or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead Noteholder’s proportionate
share of such amounts;


 






    Sch. III-1


     


    

 


(v)       each
of the trustee and the master servicer under the Non-Lead Securitization Servicing Agreement, as applicable, shall acknowledge
that, (i) each of the Master Servicer and the Lead Trustee will be a third party beneficiary under the Non-Lead Securitization
Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement for the Non-Lead Noteholder’s
proportionate share of any nonrecoverable advances made with respect to such Non-Lead Senior Note by the Master Servicer or the
Lead Trustee and (2) as to the Master Servicer only, the indemnification of the Master Servicer against the Non-Lead Noteholder’s
proportionate share of any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other
costs, liabilities, fees and expenses, incurred in connection with any Servicing Agreement or Non-Lead Securitization Servicing
Agreement and relating to the Non-Lead Senior Note and (ii) the Special Servicer will be a third party beneficiary under the Non-Lead
Securitization Servicing Agreement with respect to any provisions therein relating to (1) the reimbursement for the Non-Lead Noteholder’s
proportionate share of any nonrecoverable advances made with respect to the Non-Lead Senior Note by the Special Servicer (it being
understood that the Special Servicer is not required to make any Advances) and (2) the indemnification of the Special Servicer
against the Non-Lead Noteholder’s proportionate share of any claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses, incurred in connection with any Servicing Agreement
or Non-Lead Securitization Servicing Agreement and relating to such Non-Lead Senior Note; and


 


(vi)      the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 






    Sch. III-2