Exhibit 4.1


 


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 November 1, 2019 





	 



 




Commercial
Mortgage Pass Through Certificates

Series 2019-C53 





	 



 




     


     


    



 





TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE
    I
	 	 	 
	DEFINITIONS
	 
	Section
    1.01	Defined
    Terms	5
	Section
    1.02	Certain
    Calculations	116
	 	 	 
	ARTICLE
    II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section
    2.01	Conveyance
    of Mortgage Loans	117
	Section
    2.02	Acceptance
    by Trustee	124
	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	129
	Section
    2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	145
	Section
    2.05	Creation
    of the Grantor Trust	146
	 	 	 
	ARTICLE
    III
	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 
	Section
    3.01	Administration
    of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	146
	Section
    3.02	Collection
    of Mortgage Loan Payments	154
	Section
    3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	160
	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 and the Excess Interest Distribution Account	164
	Section
    3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	171
	Section
    3.06	Investment
    of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund	181
	Section
    3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	183
	Section
    3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	189
	Section
    3.09	Realization
    Upon Defaulted Loans and Companion Loans	194
	Section
    3.10	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	198


     






    -i- 


     


    

 


	Section
    3.11	Servicing
    Compensation	199
	Section
    3.12	Inspections;
    Collection of Financial Statements; Delivery of Reports	206
	Section
    3.13	Access
    to Certain Information	211
	Section
    3.14	Title
    to REO Property; REO Account	225
	Section
    3.15	Management
    of REO Property	226
	Section
    3.16	Sale
    of Defaulted Loans and REO Properties	229
	Section
    3.17	Additional
    Obligations of Master Servicer and Special Servicer	235
	Section
    3.18	Modifications,
    Waivers, Amendments and Consents	238
	Section
    3.19	Transfer
    of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	250
	Section
    3.20	Sub-Servicing
    Agreements	257
	Section
    3.21	Interest
    Reserve Account	260
	Section
    3.22	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	261
	Section
    3.23	Controlling
    Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	261
	Section
    3.24	Intercreditor
    Agreements	265
	Section
    3.25	Rating
    Agency Confirmation	267
	Section
    3.26	The
    Operating Advisor	269
	Section
    3.27	Companion
    Paying Agent	277
	Section
    3.28	Serviced
    Companion Noteholder Register	278
	Section
    3.29	Certain
    Matters Relating to the Whole Loans	278
	Section
    3.30	[RESERVED]	281
	Section
    3.31	Resignation
    Upon Prohibited Risk Retention Affiliation	281
	Section
    3.32	Litigation
    Control	281
	Section
    3.33	Delivery
    of Excluded Information to the Certificate Administrator	284
	 	 	 
	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 
	Section
    4.01	Distributions	285
	Section
    4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	296
	Section
    4.03	P&I
    Advances	302
	Section
    4.04	Allocation
    of Realized Losses	306
	Section
    4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	307
	Section
    4.06	Grantor
    Trust Reporting	311
	Section
    4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	312
	Section
    4.08	Secure
    Data Room	316


 





    -ii- 


     


    


 


	ARTICLE
    V
	 	 	 
	THE
    CERTIFICATES
	 	 	 
	Section
    5.01	The
    Certificates	317
	Section
    5.02	Form
    and Registration	317
	Section
    5.03	Registration
    of Transfer and Exchange of Certificates	321
	Section
    5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	330
	Section
    5.05	Persons
    Deemed Owners	330
	Section
    5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	331
	Section
    5.07	Maintenance
    of Office or Agency	332
	Section
    5.08	Appointment
    of Certificate Administrator	332
	Section
    5.09	[RESERVED]	333
	Section
    5.10	Voting
    Procedures	333
	 	 	 
	ARTICLE
    VI
	 	 	 
	THE
    DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
    CERTIFICATEHOLDER
	 	 
	Section
    6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	334
	Section
    6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	340
	Section
    6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	340
	Section
    6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	342
	Section
    6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	348
	Section
    6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	348
	Section
    6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	349
	Section
    6.08	The
    Directing Certificateholder	349
	Section
    6.09	Knowledge
    of Wells Fargo Bank, National Association	355
	 	 	 
	ARTICLE
    VII
	 	 	 
	SERVICER
    TERMINATION EVENTS
	 	 	 
	Section
    7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	356


   






    -iii- 


     


    

 


	Section
    7.02	Trustee
    to Act; Appointment of Successor	364
	Section
    7.03	Notification
    to Certificateholders	366
	Section
    7.04	Waiver
    of Servicer Termination Events	366
	Section
    7.05	Trustee
    as Maker of Advances	367
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 
	Section
    8.01	Duties
    of the Trustee and the Certificate Administrator	367
	Section
    8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	369
	Section
    8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	371
	Section
    8.04	Trustee
    or Certificate Administrator May Own Certificates	371
	Section
    8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	372
	Section
    8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	373
	Section
    8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	374
	Section
    8.08	Successor
    Trustee or Certificate Administrator	376
	Section
    8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	377
	Section
    8.10	Appointment
    of Co-Trustee or Separate Trustee	377
	Section
    8.11	Appointment
    of Custodians	378
	Section
    8.12	Representations
    and Warranties of the Trustee	379
	Section
    8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	380
	Section
    8.14	Representations
    and Warranties of the Certificate Administrator	380
	Section
    8.15	Compliance
    with the PATRIOT Act	381
	 	 	 
	ARTICLE
    IX
	 	 	 
	TERMINATION
	 	 	 
	Section
    9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	382
	Section
    9.02	Additional
    Termination Requirements	385
	 	 	 
	ARTICLE
    X
	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 	 	 
	Section
    10.01	REMIC
    Administration	386
	Section
    10.02	Use
    of Agents	390
	Section
    10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	390
	Section
    10.04	Appointment
    of REMIC Administrators	390


 






    -iv- 


     


    



 


	ARTICLE
    XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 
	Section
    11.01	Intent
    of the Parties; Reasonableness	391
	Section
    11.02	Succession;
    Subcontractors	392
	Section
    11.03	Filing
    Obligations	394
	Section
    11.04	Form
    10-D and Form ABS-EE Filings	395
	Section
    11.05	Form
    10-K Filings	399
	Section
    11.06	Sarbanes-Oxley
    Certification	402
	Section
    11.07	Form
    8-K Filings	403
	Section
    11.08	Form
    15 Filing	405
	Section
    11.09	Annual
    Compliance Statements	406
	Section
    11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	407
	Section
    11.11	Annual
    Independent Public Accountants’ Attestation Report	409
	Section
    11.12	Indemnification	411
	Section
    11.13	Amendments	413
	Section
    11.14	Regulation
    AB Notices	413
	Section
    11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	414
	Section
    11.16	Certain
    Matters Regarding Significant Obligors	419
	Section
    11.17	Impact
    of Cure Period	419
	 	 	 
	ARTICLE
    XII
	 	 	 
	THE
    ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section
    12.01	Asset
    Review	419
	Section
    12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	426
	Section
    12.03	Resignation
    of the Asset Representations Reviewer	427
	Section
    12.04	Restrictions
    of the Asset Representations Reviewer	427
	Section
    12.05	Termination
    of the Asset Representations Reviewer	427
	 	 	 
	ARTICLE
    XIII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section
    13.01	Amendment	430
	Section
    13.02	Recordation
    of Agreement; Counterparts	435
	Section
    13.03	Limitation
    on Rights of Certificateholders	435
	Section
    13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	436
	Section
    13.05	Notices	437
	Section
    13.06	Severability
    of Provisions	443
	Section
    13.07	Grant
    of a Security Interest	443
	Section
    13.08	Successors
    and Assigns; Third Party Beneficiaries	444


   






    -v- 


     


    

 


	Section
    13.09	Article
    and Section Headings	444
	Section
    13.10	Notices
    to the Rating Agencies	444
	Section
    13.11	PNC
    Bank, National Association	446



 


	EXHIBITS	 
	 	 
	EXHIBIT
    A-1	Form
    of Certificate (Other than Class R and Class V Certificates)
	EXHIBIT
    A-2	Form
    of Class R Certificate
	EXHIBIT
    A-3	Form
    of Class V Certificate
	EXHIBIT
    B	Mortgage
    Loan Schedule
	EXHIBIT
    C	Form
    of Investment Representation Letter
	EXHIBIT
    D-1	Form
    of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT
    D-2	Form
    of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT
    D-3	Form
    of Transferee Certificate for Transfers of Risk Retention Certificates
	EXHIBIT
    D-4	Form
    of Transferor Certificate for Transfers of Risk Retention Certificates
	EXHIBIT
    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)
	EXHIBIT
    P-1B	Form
    of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT
    P-1C	Form
    of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling
    Class Certificateholder)
	EXHIBIT
    P-1D	Form
    of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT
    P-1E	Form
    of Notice of Excluded Controlling Class Holder


   






    -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-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
	EXHIBIT
    SS	Form
    of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]


    






    -vii- 


     


    

 


	EXHIBIT
    TT	Form
    of Certificate Administrator Receipt in Respect of the 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 November 1, 2019, 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 shall
be classified as a trust under Section 301.7701-4 of the income tax regulations and that the holders of the Class V Certificates
shall be treated as the owners of the trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”).
Solely for tax purposes, the Class V Certificates shall represent undivided beneficial interests in the Class V Specific
Grantor Trust Assets. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to
ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its classification as a trust beneficially
owned by the holders of the Class V Certificates 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 cash flow 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 entitlement to any Excess Interest and the Excess Interest Distribution
Account) and will issue the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4, Class LAS, Class LB,
Class LC, Class LD, Class LERR, Class LFRR, Class LGRR, Class LHRR, Class LJRR, Class LKRR
and Class LLRR 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)	$20,689,000	 
	Class LA2	(1)	$45,608,000	 
	Class LASB	(1)	$33,381,000	 
	Class LA3	(1)	$131,000,000	 
	Class LA4	(1)	$260,842,000	 
	Class LAS	(1)	$29,842,000	 
	Class LB	(1)	$36,864,000	 
	Class LC	(1)	$38,619,000	 
	Class LD	(1)	$26,332,000	 
	Class LERR	(1)	$16,676,000	 
	Class LFRR	(1)	$10,533,000	 
	Class LGRR	(1)	$8,777,000	 
	Class LHRR	(1)	$8,777,000	 
	Class LJRR	(1)	$7,022,000	 
	Class LKRR	(1)	$7,899,000	 
	Class LLRR	(1)	$19,310,519	 
	Class LR	None(2)	None	 



 


 







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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B,
Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR,


 



    -2-


     


    

 


 Class K-RR
and Class L-RR regular interests. 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 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 initial pass-through rate and the aggregate initial
principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional Amount”),
as applicable, for each Class of Certificates:


 


	Class of
                                         Certificates

	Approximate
                                         Initial 

Pass-Through Rate

	 	Original
                    Certificate
 Balance or Notional
 Amount



	Class A-1
    Certificates	2.0390%	 	 	$20,689,000
	Class A-2
    Certificates	2.8990%	 	 	$45,608,000
	Class A-SB
    Certificates	2.9640%	 	 	$33,381,000
	Class A-3
    Certificates	2.7870%	 	 	$131,000,000
	Class A-4
    Certificates	3.0400%	 	 	$260,842,000
	Class X-A
    Certificates	    1.0266%(1)	 	 	$491,520,000(2)
	Class X-B
    Certificates	    0.4561%(1)	 	 	$105,325,000(2)
	Class X-D
    Certificates	     1.4388%(1)	 	 	$26,332,000(2)
	Class A-S
    Certificates	3.3220%	 	 	$29,842,000
	Class B
    Certificates	3.5140%	 	 	$36,864,000
	Class C
    Certificates	3.5770%	 	 	$38,619,000
	Class D
    Certificates	2.5000%	 	 	$26,332,000
	Class E-RR
    Certificates	3.9388%	 	 	$16,676,000
	Class F-RR
    Certificates	3.9388%	 	 	$10,533,000
	Class G-RR
    Certificates	3.9388%	 	 	$8,777,000
	Class H-RR
    Certificates	3.9388%	 	 	$8,777,000
	Class J-RR
    Certificates	3.9388%	 	 	$7,022,000
	Class K-RR
    Certificates	3.9388%	 	 	$7,899,000
	Class L-RR
    Certificates	3.9388%	 	 	$19,310,519
	Class R
    Certificates	None(3)	 	 	      N/A
	Class V
    Certificates	None(4)	 	 	      N/A



 


 







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



 


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



 


		(3)	The
Class R Certificates will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions
of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the



 






    -3-


     


    

 


	 	 	 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
                                         Class V Certificates represent interests in the Grantor Trust only and have the
                                         characteristics described below.



 


THE
GRANTOR TRUST


 


The
Class V Certificates shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific
Grantor Trust Assets, as described herein. The Class V Certificates will not have a Certificate Balance or Notional Amount
or bear interest and the holders of the Class V Certificates will not be entitled to any distributions of Prepayment Premiums
or Yield Maintenance Charges. 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 to (i) lose its classification as a trust beneficially owned by
the holders of the Class V Certificates or (ii)  be treated as part of any Trust REMIC.


 


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 $702,171,519.


 


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)
	Equinix
    Data Center	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Ceasar’s
    Bay Shopping Center	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	Planet
    Self Storage Portfolio	Serviced
    Whole Loan	N/A	Pari
    Passu	N/A	N/A
	600
    & 620 National Avenue	Non-Serviced
    Whole Loan	(1)	Pari
    Passu	N/A	0.00125%
    per annum
	Smoke
    Tree Village and Smoke Tree Commons	Non-Serviced
    Whole Loan	(1)	Pari
    Passu	N/A	0.00250%
    per annum



 

		(1)	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of October 1, 2019, among UBS Commercial Mortgage Securitization
                                         Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
                                         Capital Advisors, LLC, as 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 UBS Commercial
                                         Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17.



 






    -4-


     


    

 


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.


 


“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,


 



    -5-


     


    

 


 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. For the avoidance of doubt, there are no AB Subordinate
Companion Loans related to the Trust as of the Closing Date.


 


“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”. For the avoidance of doubt, there are no
AB Whole Loans related to the Trust as of the Closing Date.


 


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


 


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


 



    -6-


     


    

 


 (i) prior to the occurrence and continuance of a Control Termination Event, with
the consent of the Directing Certificateholder and (ii) after a Control Termination Event has occurred and is continuing, but
prior to the occurrence and continuance of a Consultation Termination Event, after non-binding consultation with the Directing
Certificateholder (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) 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 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
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).


 


“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).


 






    -7-


     


    

 


“Additional
Repurchase Obligor”: With respect to each Mortgage Loan Purchase Agreement, any Person (other than the related Mortgage
Loan Seller) that is required under such Mortgage Loan Purchase Agreement to perform the obligations of the related Mortgage Loan
Seller described in Section 2.03(b), in each case, to the extent set forth in such Mortgage Loan Purchase Agreement.


 


“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).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
DBRS Permitted Investment Rating”: (A) in the case of such investments with 30 days or less, the short-term debt obligations
of which are rated at least “R-1 (middle)” or the long term obligations of which are rated at least “A”,
(B) in the case of such investments with 90 days or less but greater than 30 days, the short-term debt obligations of which are
rated at least “R-1 (middle)” or the long term obligations of which are rated at least “AA (low)”, (C)
in the case of such investments with 180 days or less but greater than 90 days, the short-term


 



    -8-


     


    

 


 debt obligations of which are rated
at least “R-1 (high)” or the long term obligations of which are rated at least “AA”, and (D) in the case
of such investments with 365 days or less but greater than 180 days, the short term debt obligations of which are rated at least
“R-1 (high)” or the long term obligations of which are rated at least “AAA”, in the case of each of clauses
(A) through (D), if then rated by DBRS and, if not so rated, an equivalent or higher rating by two other NRSROs.


 


“Applicable
Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less,
the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which
are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30)
days, 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.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
Moody’s Permitted Investment Rating”: in the case of such investments, the short-term debt obligations of which
are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2”
by Moody’s.


 


“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 (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


 



    -9-


     


    

 


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 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


 



    -10-


     


    

 


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 Operating Advisor, 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 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.


 


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


 



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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).


 


“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).


 






    -12-


     


    

 


“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 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.


 


“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,


 



    -13-


     


    

 


acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


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


 


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


 


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


 


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


 


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


 






    -14-


     


    

 


(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 Due Date in the month preceding
the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts
and are on deposit in the Collection Account;


 


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


 


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


 


(vii)       all amounts deposited in 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;


 






    -15-


     


    

 


(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); and


 


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


 


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


 


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


 


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


 


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


 


“Barclays”:
Barclays Capital Real Estate Inc., a Delaware corporation, or its successor-in-interest.


 


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


 


“BCHI”:
Barclays Capital Holdings Inc., a Delaware corporation, or its successor-in-interest.


 


“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.


 






    -16-


     


    

 


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


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Florida, 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 2019-C53, as executed and delivered
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01000%
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 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)).


 






    -17-


     


    

 


“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 (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 


 



    -18-


     


    

 


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.


 


“C-III
CM”: C-III Commercial Mortgage LLC, a Delaware limited liability company.


 


“C-III
Partners”: C-III Capital Partners LLC, a Delaware limited liability company.


 


“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.


 


“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 2.0390%.


 






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“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 2.8990%.


 


“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 2.7870%.


 


“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 3.0400%.


 


“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) 3.3220%
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 2.9640%.


 


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


 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.5140%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 






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“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) 3.5770%
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 2.5000%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LA1
Uncertificated Interest”: 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 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.


 






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“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 LERR
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 LFRR
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 LGRR
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 LHRR
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 LJRR
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 LKRR
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 LLRR
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


 



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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 the 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.


 


“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


 



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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 Balances of the Class D Certificates.


 


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


 


“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”: November 7, 2019.


 


“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, calculated by the
Special Servicer (with respect to any AB Modified Loans that are not Non-Serviced Mortgage Loans) or the Master Servicer (with
respect to any AB Modified Loans that are Non-Serviced Mortgage Loans) 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 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


 



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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 (with respect to any AB Modified Loans that are Non-Serviced Mortgage Loans), the Master Servicer (with respect to any
AB Modified Loans that are not Non-Serviced Mortgage Loans), 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53,
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 2019-C53, Commercial Mortgage
Pass-Through Certificates, Series 2019-C53, Companion Distribution Account”. The Companion Distribution Account shall
not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on
behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if
the Master Servicer and the


 



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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 Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the
aggregate 


 



    -27-


     


    

 


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 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 have been reduced to zero as a
result of principal payments on the Mortgage Loans.


 


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


 


“Control
Eligible Certificates”: Any of the Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class K-RR and Class
L-RR Certificates.


 


“Control
Termination Event”: The occurrence of the Certificate Balance of the Class E-RR Certificates (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in
accordance with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class;
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 have been reduced to zero as a result of principal payments on the Mortgage Loans.


 


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


 






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“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 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 2019-C53; 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 2019-C53.


 


“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
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 


 



    -29-


     


    

 


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
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®
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 0.00050%
per annum.


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight 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 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


 



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(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.


 


“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


 



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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.


 


“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


 



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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.


 


“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


 



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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 shall be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation or
determination 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.


 


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


 


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


 


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


 






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“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in November 2019, or with respect
to any Mortgage Loan that has its first Due Date in December 2019, the date that would have otherwise been the related Due Date
in November 2019.


 


“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 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).


 






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“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 Risk Retention
Certificates, the Class R and Class V Certificates 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 Risk Retention Certificate 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.


 


“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.


 






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“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 December 2019.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(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 hospitality property (except with respect to tenanted commercial space within a hospitality property),
copies of a rent roll;


 


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


 


(e)          
a copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller 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;


 






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


 


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


 


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


 


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


 


(k)          
a copy of all zoning reports;


 


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


 


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


 


(n)          
a copy of all UCC searches;


 


(o)          
a copy of all litigation searches;


 


(p)          
a copy of all bankruptcy searches;


 


(q)          
a copy of any origination settlement statement;


 


(r)           
a copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


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


 



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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 II 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 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.


 


“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 


 



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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 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 


 



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in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any
other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the
Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an
Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in December 2019. The initial Distribution
Date shall be December 17, 2019.


 


“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.


 


“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.


 






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“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 or deposits of which are rated at least “A2” by Moody’s,
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits
of which have a short-term rating of not less than “P-1” from Moody’s, if the deposits are to be held
in such account for less than thirty (30) days, (B) the long-term unsecured debt obligations or deposits of which
are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for
thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not
less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less
than thirty (30) days and (C) the long-term unsecured debt obligations or deposits of which are rated at least “A”
by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may
include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term
rating of not less than “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating
Agency Confirmation) if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “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) and “A” from DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for
more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured
debt rating shall be at least “P-1” from Moody’s and “F2” from Fitch (to the extent rated by
Fitch) (if the deposits are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for
thirty (30) days or less); (iii) 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 clauses (i)-(iii) above, with respect to which a Rating Agency 


 



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Confirmation has been obtained
from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such
account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer
or the Special Servicer; (v) any other account or accounts not listed in clauses (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 (vi) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30)
days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be
held in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary
capacity, provided that any state chartered depository institution or trust company is subject to regulation regarding
fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations
and warranties set forth in Section 6.01(d), (c) is not (and is 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 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, the Third Party Purchaser,
any party to this Agreement, the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees,
compensation or other remuneration by any of them in connection with any such services, and (e) does not directly or indirectly,
through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


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


 



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


 






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“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 G-RR, Class H-RR, Class J-RR,
Class K-RR and Class L-RR Certificates 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 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class V Certificates, 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. 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.


 


“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


 



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


 


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


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder,
as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance
with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and
the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to
the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the


 






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Certificate Administrator’s
Website as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling Class Holders
related to the Trust.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination,
the Directing Certificateholder or (except for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift
Whole Loan is an Excluded Controlling Class Loan with respect to the related Loan-Specific Directing Certificateholder) 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 (except for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift Whole Loan is an Excluded DCH
Loan with respect to the related Loan-Specific Directing Certificateholder) 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(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 the Directing Certificateholder or the Holder of the majority of the Controlling Class, any Excluded
DCH Loan. As of the Closing Date, there are no Excluded 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(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 final iteration of the related Asset Status Report,
together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder, which
does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder
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 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 consultation time period or (ii) such other method as reasonably
agreed to by the


 



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


 



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Principal Distribution Amount, and (ii) any Realized
Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution
Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale
Remittance Amount as part of the definition of Available Funds.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on
which Liquidation Proceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated as a Yield Maintenance Charge,
Prepayment Premium, recovery of any late payment charges and default interest or recovery of any assumption fees and Modification
Fees pursuant to 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 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,
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 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53, 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-RR, Class F-RR, Class G-RR, Class H-RR,
Class J-RR, Class K-RR and Class L-RR Certificates.


 






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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust,
delivered to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does
not receive or derive any income from such Person and provided that the relationship between such Person and the Trust
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the
Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i)
unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any
other Person (including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator,
the Operating Advisor and the Master Servicer of an Opinion of


 



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Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


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


 


“Initial
Purchasers”: Wells Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc. and Drexel Hamilton, LLC.


 


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


 


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


 


“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


 



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Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent that 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, 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 for any Distribution Date, an amount equal
to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution
Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date,
less (B) any Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) 


 



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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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53,
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, 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, 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
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C or Exhibit P-1D to this Agreement or in the form of an electronic
certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation), representing
(i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such
Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion
Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person
is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to
all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder
other than any Excluded Information as set forth herein or (2)  if such Person is not the Directing Certificateholder or
a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements to Certificateholders
prepared by the Certificate Administrator, (iii) (other than with


 



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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.


 


“Ladder”:
Ladder Capital Finance LLC, a Delaware limited liability company, or its successor-in-interest.


 


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


 



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allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Intercreditor Agreement.


 


“LC
Holdings”: Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership, or its successor-in-interest.


 


“LC
REIT”: Series REIT of Ladder Capital Finance Holdings LLLP, a series of LC Holdings, or its successor-in-interest.


 


“LC
TRS”: Series TRS of Ladder Capital Finance Holdings LLLP, a series of LC Holdings, or its successor-in-interest.


 


“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) each REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer
or the Special Servicer, as applicable, obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any
Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable,
and, in any case, other than amounts for which a Workout Fee has been paid, or will be payable), or (iii) Loss of Value Payment
paid by the responsible party under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (and


 



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any related
Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate and (1) the proceeds of such full, partial or
discounted payoff or other partial payment, or (2) 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) (x) a repurchase of a 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 a 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, (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), or (f) 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 the 90-day initial cure period or, if applicable, within
the subsequent 90-day extended cure period; 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.


 


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


 






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“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 or the Master 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. With respect to each Servicing Shift Whole Loan, on and after the applicable Servicing Shift Date, there will be no Loan-Specific
Directing Certificateholder under this Agreement. For the avoidance of doubt, there are no Loan-Specific Directing Certificateholders
related to the Trust as of the Closing Date.


 


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


 


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


 


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


 






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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4, Class LAS,
Class LB, Class LC, Class LD, Class LERR, Class LFRR, Class LGRR, Class LHRR, Class LJRR,
Class LKRR and Class LLRR 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 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 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Lower-Tier REMIC Distribution Account”. Any such
account, accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Major
Decision Reporting Package”: 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).


 






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“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.


 


“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.


 






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“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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, 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 2019-C53, Commercial Mortgage Pass-Through Certificates,
Series 2019-C53” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder”
or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


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


 


(v)         an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or
in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo
Commercial Mortgage Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53”
(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


 



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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);


 


(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;


 






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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 






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


 


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


 


(ii)         the Mortgagor’s name;


 


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


 


(iv)        the Mortgage Rate in effect at origination;


 


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


 


(vi)        the original principal balance;


 


(vii)       the Cut-off Date Balance;


 


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


 


(ix)         the original and remaining amortization terms;


 


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


 


(xi)         the applicable Servicing Fee Rate;


 


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


 


(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;


 




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(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.


 


“Mortgage
Loan Seller”: Each of (i) Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor
in interest, (ii) Barclays Capital Real Estate Inc., a Delaware corporation, or its successor in interest, (iii) Wells Fargo
Bank, National Association, a national banking association, or its successor in interest, (iv) Ladder Capital Finance LLC,
a Delaware limited liability company, or its successor in interest, and (v) C-III Commercial Mortgage 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


 



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and applicable
law; or (ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any
ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal
to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer,
a 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


 



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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 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


 



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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 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


 



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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 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)


 



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


 



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 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,
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-RR,
Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class K-RR, Class L-RR, Class R or Class V
Certificate.


 


“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.


 






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“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
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.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


“OCC”:
Office of the Comptroller of the Currency 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 Horizontal Risk Retention Certificates in
the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of such classes) is 25% or less of the Original Certificate Balances of such classes in the aggregate.


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor actually
pays) with


 



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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 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 (including each Non-Serviced Mortgage Loan and each
Servicing Shift Mortgage Loan but excluding any 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 0.00184%.


 


“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, 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


 



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


 


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


 


(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.


 


“Operating
Advisor Upfront Fee”: As defined in Section 3.26(i).


 


“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)


 



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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.


 


“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.


 






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


 


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


 


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


 


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


 


“Pari
Passu Companion Loan”: 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-RR Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through
Rate, the Class H-RR Pass-Through Rate, the Class J-RR Pass-Through Rate, the Class K-RR Pass-Through
Rate, the Class L-RR 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


 



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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
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 that, in each case, satisfy the Applicable Fitch Permitted Investment


 



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 Rating, the Applicable DBRS
Permitted Investment Rating and the Applicable Moody’s Permitted Investment Rating; 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;


 


(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 mature in one (1) year or less from the date of acquisition, that, in each case, satisfy
the Applicable Fitch Permitted Investment Rating, the Applicable DBRS Permitted Investment Rating and the Applicable Moody’s
Permitted Investment Rating (or, in the case of any such Rating Agency as set forth in this clause (iv), 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) that satisfy the Applicable DBRS Permitted Investment
Rating, the Applicable Fitch Permitted Investment Rating and the Applicable Moody’s Permitted Investment Rating (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


 



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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


 


(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.


 






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“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.


 


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


 


“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 October 15, 2019, relating to the Registered Certificates.


 


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


 


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


 



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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
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 Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 






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“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-RR, Class F-RR, Class G-RR,
Class H-RR, Class J-RR, Class K-RR and Class L-RR Certificates.


 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to
any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information (including any such information
contained within any Asset Status Report) that the Special Servicer has reasonably determined could compromise the Trust’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party and (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.


 






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


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly
or indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party,
(B) any of the Special Servicer’s employees or personnel or any of its 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


 



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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).


 


“Prospectus”:
The Prospectus, dated October 23, 2019, relating to the Registered Certificates.


 


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


 


“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


 






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(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 (or, in the case of Ladder Capital Finance LLC, enforcement
of the payment guarantee obligations of Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP
and Series TRS of Ladder Capital Finance Holdings LLLP pursuant to the Mortgage Loan Purchase Agreement to which Ladder Capital
Finance LLC is a party), including, without limitation, legal fees and expenses and any additional trust fund expenses relating
to such Mortgage Loan (or related REO Loan); provided, however, that such out-of-pocket expenses shall not
include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking
part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights
under the dispute resolution mechanics pursuant to Section 2.03(l);


 


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


 


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


 


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


 






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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of Certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced Special Servicer or its affiliate), (iii) is
not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations
under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Operating
Advisor for the replacement special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating
Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the
Certificateholders, (vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently
acting as a special servicer in a CMBS transaction rated by Moody’s on a transaction-level basis (as to which CMBS transaction
there are outstanding CMBS rated by Moody’s) and has not been publicly cited by 


 



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Moody’s 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, 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 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


 



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of all scheduled payments of principal and interest then due. In the event that more than one mortgage
loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the
basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy
each of the requirements specified in clauses (ii) through (xviii); provided that the rates described
in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be
determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing
Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate,
the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate) shall
be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net
Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified
Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the
Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to
the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in October 2052.


 


“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).


 






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


 


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


 


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


 


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


 


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


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 






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“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-RR
    Certificates	 	Class LERR
    Uncertificated Interest
	Class F-RR
    Certificates	 	Class LFRR
    Uncertificated Interest
	Class G-RR
    Certificates	 	Class LGRR
    Uncertificated Interest
	Class H-RR
    Certificates	 	Class LHRR
    Uncertificated Interest
	Class J-RR
    Certificates	 	Class LJRR
    Uncertificated Interest
	Class K-RR
    Certificates	 	Class LKRR
    Uncertificated Interest
	Class L-RR
    Certificates	 	Class LLRR
    Uncertificated Interest


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached
hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, 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.


 






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“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 2019-C53, Commercial Mortgage Pass-Through Certificates,
Series 2019-C53, 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 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


 






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


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 






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


 


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


 


“Retained
Certificate Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding
the Risk Retention Certificates, which account(s) shall be deemed to be owned by the Holder(s) of the Risk Retention Certificates.


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.18(i).


 


“Retained
Fee Rate”: A rate which causes the Transferable Servicing Fee Rate to equal zero.


 






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“Retaining
Party”: Any Holder of a Risk Retention Certificate, and any successor Holder of all or part of such Risk Retention Certificates.
The initial Retaining Party shall be KKR CMBS II Aggregator Type 2 L.P.


 


“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 Certificates”: The Horizontal Risk Retention Certificates.


 


“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).


 






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“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.


 


“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.


 






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“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 as of the Closing Date.


 


“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 as of the Closing Date.


 


“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 as of the Closing Date.


 


“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.


 


“Serviced
Pari Passu Whole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. The table and footnotes under the heading
“Whole Loans” in the Preliminary


 






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Statement
hereto identify the Serviced Pari Passu Whole Loans related to the Trust as of the Closing Date.


 


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


 


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


 


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


 


“Serviced
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, a 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


 






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unanticipated
event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a Non-Serviced Mortgage
Loan), including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the
cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the
preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance
and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of
the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged
Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property
and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything
to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer,
such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan
or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection
with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor
Agreement or this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from
time to time and which as of the Closing Date are listed on Exhibit 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-Serviced
Primary Servicing Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or
REO Loan in the same manner in which interest is calculated in respect of such loans (provided, however, that with
respect to any Servicing Shift Mortgage Loan on or after the 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), 0.00250% per annum; and (iii) 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.


 






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“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 hospitality property (except with
respect to tenanted commercial space within a hospitality property), copies of a rent roll and, for any office, retail, industrial
or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the
related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions
(excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications
or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related
Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the
lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating
to the relevant Mortgaged Property.


 


“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


 






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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 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


 






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(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


 


(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 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





 






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sale
is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or


 


(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


 






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(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 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-RR, Class F-RR, Class G-RR,
Class H-RR, Class J-RR, Class K-RR and Class L-RR 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.


 






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“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).


 


“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 $3,500 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 $3,500, 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


 






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


 


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
Loan”: As defined in Section 12.02(b).


 


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


 






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


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial 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) 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 this clause (2) to be conducted by an Independent MAI-designated appraiser selected by the 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


 






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Class approval),
and (3) 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 clause (2) above.


 


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


 


“Third
Party Purchaser”: Any “third-party purchaser” (as defined under the Risk Retention Rules) that purchases
and holds the Horizontal Risk Retention Certificates.


 


“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”: 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 §43.7(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.


 


“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
2019-C53”.


 






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


 


“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.


 






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“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., Academy Securities, Inc. and Drexel Hamilton, LLC.


 


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


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from
the Mortgagor or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which
the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued
interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if
applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance
was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, 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.


 






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“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).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional
Amounts as of the date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to
the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any
vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor
pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as
of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section
7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate
Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal
Balance Certificates, determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of
Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.
Neither the Class R nor the Class V Certificates 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.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 






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“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), and
Section 4.01(c) (b) any Realized Losses 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, 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.


 


(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,


 






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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, Section 19 of the Mortgage Loan Purchase Agreement between
the Depositor, Ladder, LC Holdings, LC REIT and LC TRS, Section 19 of the Mortgage Loan Purchase Agreement between the Depositor,
Barclays and BCHI and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, C-III CM and C-III Partners;
(iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s beneficial interest
in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all
revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security agreements (to
the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein);
(x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s
interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the


 






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extent
of the Depositor’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s
interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements
(to the extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests; and (xiii) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor and any Retained Defeasance
Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than
(i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments
of principal collected on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in
November 2019 but have their first Due Date in December 2019, any interest amounts relating to the period prior to the Cut-off
Date; and (iv) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans for which Rialto or Ladder 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, Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, Ladder, LC Holdings,
LC REIT and LC TRS, Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, Barclays and BCHI and Section 19
of the Mortgage Loan Purchase Agreement between the Depositor, C-III CM and C-III Partners, 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 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


 






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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 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


  



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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 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53”), 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 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


 






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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 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,


 






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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 (except that copies of any instruments of assignment that are returned to the Custodian by the related
public recording office in accordance with the requirements of Section 2.01(c) shall be delivered by the Custodian
to the Master Servicer when the originals are returned to the Custodian) 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; provided that the parties hereto acknowledge and agree that some
or all of the items in this Section 2.01(d) have, as of the Closing Date, been posted to websites to which various
parties to this Agreement have access, and if any such items have been so posted to any such website(s) to which the Master Servicer
has access, such items will be deemed to have been delivered to the Master Servicer in accordance with this Section 2.01(d);
and provided, further, that if the Master Servicer is unable to download such items from such website(s) after making
reasonable efforts to do so and provides notice (which may be delivered by electronic means) to the Mortgage Loan Seller, the
Depositor shall cause such Mortgage Loan Seller to deliver such items to the Master Servicer by such means as may be reasonably
acceptable to the Master Servicer. 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


 






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Mortgage
Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)           
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
accounts maintained with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) transferred by such Mortgage
Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred
to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)          
With respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 12, 16, 20, 25, 28,
30, 33 and 43 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.


 






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(j)            
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with each Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded
pursuant to this Agreement (other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until
the earlier of (i) the Servicing Shift 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 (or electronically recorded copies thereof) 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


 






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cause
the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with
a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements
of Section 2.01 and of this Section 2.02.


 


(b)          
Within sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days
after the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused
to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded 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 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,


 






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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 and required to be delivered or caused to be delivered by the applicable Mortgage Loan Seller (1) not
to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c),
not to have been delivered, (3) to contain information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected)
by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such
Defect (in a form reasonably acceptable to the


 






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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 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


 






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Servicing
Agreement relating to the Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series
2019-C53 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 Seller has commenced and is diligently proceeding with the cure of such Material
Defect within the Initial Cure Period, the


 






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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 and the Directing Certificateholder (in the case
of 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 Asset
Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss


 






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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 (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related
Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent
not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have
the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses.
Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount
of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured
such Breach in all respects. To the extent that 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


 






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Fund.
Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in
the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by the Master Servicer (or 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, (B) result in
the disqualification of the Grantor Trust as a grantor trust under the relevant provisions of the Code, or (C) 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.


 


The
parties acknowledge that certain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required
to perform the obligations of the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of
such obligations, in each case, to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(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


 






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Section 2.01(c),
any of the following shall cause a document in the Mortgage File to be deemed to have a Material Defect: (i) the absence
from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and
indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii) the absence from the Mortgage File
of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a
copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage
Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from the Mortgage File
of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence from
the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of
the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or
a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter
of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy
(or an original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects
previously described in sub-clauses (ii) through (vi) of this Section 2.03(c)) shall be considered
to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim
asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any
lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered to materially and adversely affect the value of
such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the
related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect
to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or
copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to
the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions
or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered 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.


 






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(d)         
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part
of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable
Mortgage Loan Seller 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; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against (i) LC
Holdings, LC REIT or LC TRS, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without
limitation, pursuant to Section 19 thereof or (ii) BCHI, to the extent provided for pursuant to the related Mortgage Loan Purchase
Agreement, including, without limitation, pursuant to Section 19 thereof.


 


(f)           
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest
of the Certificateholders in accordance with the Servicing Standard. Any costs incurred by the Master Servicer or the Special
Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage
Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller 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.


 






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(g)          
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the
Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan.
The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent
with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan
Seller; provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement;
provided, further, that the 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,


 






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that
(i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 


(j)            
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required 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 (other than any Loan-Specific Directing
Certificateholder that is a Mortgage Loan Seller or an Affiliate thereof) 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


 






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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 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


 






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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 (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 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


  



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Proposed
Course of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.


 


(ii)           
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to
do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)           
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (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


 






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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 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.


 






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(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.


 


(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


 






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possible,
commercial real estate finance or commercial mortgage-backed securitization matters and who will be appointed from a list
of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential arbitrators
by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within 14 days and to
rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator
from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


 


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


 


(iv)         
After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the
authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with
the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and
other prehearing and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party
to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably
and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they
reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness
depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)         
The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The 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


 






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and
non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be
enforced in any court of competent jurisdiction.


 


(vii)        
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)       
No person may bring a putative or certificated class action to arbitration.


 


(o)          
The following provisions will apply to both mediation and third-party arbitration:


 


(i)            
Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)           
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in
the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure 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


 






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(provided that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard.
All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited
in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event
a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision
or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)          
In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)         
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (A) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the
extent provided in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any
15Ga-1 Notice as it is required pursuant to Section 2.02(g).


 


(vii)        
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the
Enforcing Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or
other litigation) or the exercise of any rights of a Directing Certificateholder.


 


(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


 






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(other
than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee
acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee
acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter,
in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and
such Certificates evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R
Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class V Certificates and has caused the Certificate Registrar to execute and cause
the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges
the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their
respective portions of the Grantor Trust.


 


Section
2.05      Creation of the Grantor Trust. The Class V Certificates are hereby designated as
undivided beneficial interests in their portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets,
which portion shall be classified as a trust under Section 301.7701-4 of the income tax regulations and the holders of the Class V
Certificates shall be treated as the owners of such trust under 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


 






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between
this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that
in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master
Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related
Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which,
and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may
be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage
loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to 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


  



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Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as
the “Servicing Standard”).


 


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


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer
(i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which
a Servicing Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise
provided herein with respect to Non-Specially Serviced Loans in connection with any 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


 






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the
Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master
Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any
time after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)          
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or,
subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection
with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the
Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute
and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion
Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan (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,


 






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shall
not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer,
as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action,
suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special
Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and
shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s,
as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the
Trustee to be required to be registered to do business in any state.


 


(c)           
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan
documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the 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.


 






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(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 the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan (other than any Non-Serviced 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.


 






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(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 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


 






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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-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


 






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(a) supervise
any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator or
Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation of
the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator for the
benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


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


 






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Control
Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance
with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the
Directing Certificateholder shall 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 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)(x) 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 (y) with
respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would
be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I
Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for
such Mortgage Loan that would 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;


 






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fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance 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 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


 






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respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage
Loan shall be subject to application as described above.


 


(ii)           
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of
each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant
to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related
Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i)  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)(x) 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 (y) with respect to any accrued and unpaid interest that was not advanced
due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent
such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of


 






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related
P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance 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.


 






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(iii)          
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)           
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)          
In the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any
Collection Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Special Servicer, if applicable, shall notify the
Master Servicer no later than one (1) Business Day after such Determination Date and the Master Servicer 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


 






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holder
of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced
PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection
Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


 


Section
3.03      Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with
the related Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced
Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion 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


 






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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 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


 






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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 (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


 






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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 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


 






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Non-Serviced
PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)          
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the
Trustee, the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive,
out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
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 that 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 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


 






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Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee
and other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral),
or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent
thereto:


 


(i)           
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced
Companion Loans;


 


(ii)          
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)         
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(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.


 






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


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into
the Collection Account, in accordance with this Section 3.04(a), provided, that to the extent that 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, and the 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. The Master Servicer shall deliver
to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier
REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case calculated without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available Funds) for
the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 






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With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and
maintain the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion
Holder. Funds in the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion
Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account
with respect to such Serviced Companion Loan.


 


On
each Serviced Whole Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable
portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of,
the 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 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


 






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Trust
Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account
pursuant to Section 9.01);


 


(iv)           
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)           
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have 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 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 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53 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 2019-C53, Commercial Mortgage Pass-Through
Certificates, Series 2019-C53 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
2020, 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 2019-C53 - 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, the 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, 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; 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 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, 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 on the first Distribution Date after
which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate
Administrator shall terminate the Excess Interest Distribution Account.


 


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


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is
allocable to any related Serviced 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 properly 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, the Master Servicer shall remit such funds that are allocable to
the Mortgage Loan to the Certificate Administrator, who shall deposit such funds into the Gain-on-Sale Reserve Account. Any gain
on such disposition that is allocable to any related Companion


 






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Loan
in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit
into the Companion Distribution Account.


 


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


 


(g)          
[RESERVED].


 


(h)          
[RESERVED].


 


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


 






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(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
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


 






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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 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


 






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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 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) or 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)
or 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


 






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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 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,


 






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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 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


 






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of
the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in
each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)        
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 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;


 


(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);


 






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(xvii)       
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in
the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)      
to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


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


 


(xx)          
[RESERVED];


 


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


 


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


 


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


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and, 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


 






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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(c);


 


(ii)           
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)          
to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as
contemplated by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)         
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent
payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)          
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(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;


 






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(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 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


 






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


 


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


 


(ii)          
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not
paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)         
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may
be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)          
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any
related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in
respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)           
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses
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


 






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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 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


 






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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 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


 






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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 and (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 (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)), 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 and (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 (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-


  



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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
and (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 (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 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


 






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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 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. 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 (with regard to such determination made by 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 Master Servicer or
the Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest
outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than
5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the 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, neither the Master Servicer nor the Special Servicer will be liable for
any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not
be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or
cause such insurance to be maintained.


 






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(b)          
(i) If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case
may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)           
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan,


 






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including
any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard.


 


(c)           
Each 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


 






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Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer
as a Servicing Advance.


 


(f)           
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, “A-”
by Fitch (if rated by Fitch) or “A(low)” by DBRS (if then rated by DBRS), 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) and (C) after the


 






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occurrence
and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating
Advisor if and to the extent required pursuant to Section 6.08(a) (provided that, in the case of clause (A),
clause (B) and clause (C), such consent shall be deemed given or such consultation shall be deemed to
have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within
ten (10) Business Days after receipt of the Special Servicer’s written recommendation, which may be in the form of
an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder or the Operating
Advisor, 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 $35,000,000, (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 Special
Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record,


 






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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) and (C) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall
have consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (provided
that in the case of clause (A), clause (B) and clause (C) such consent shall be deemed given or
such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as
the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s written recommendation,
which may be in the form of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder
or the Operating Advisor, as applicable, and reasonably available to the Special Servicer in order to 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


 






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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.


 


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


 






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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) through (d) hereof. In the case of the Special Servicer, no such waiver or consent
shall be made without (x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded 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), (y) (i) after
the occurrence and during the continuance of a Control Termination Event, but 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, consultation with the Directing Certificateholder if and
to the extent required pursuant to Section 6.08(a) and (z) after the occurrence and during the continuance of an Operating
Advisor Consultation Event, consultation with the Operating Advisor 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 and the Operating Advisor’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 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


 






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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 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


 






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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) and (B) other than
with respect to any Excluded DCH Loan), with the consent of the Directing Certificateholder 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 and the Directing Certificateholder (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), 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


 






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


 


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


 


(g)          
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


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


 






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Section 3.10    Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.  (a)  Upon the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File.  Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited.  Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full.  No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.

 

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

 

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

 


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delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.  The Trustee shall not be required to review such documents for their sufficiency or enforceability.

 

(d)         If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.

 

Section 3.11    Servicing Compensation.  (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA).  As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed.  The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur.  The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).  The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).

 

Except as set forth in the following sentence, the fourth 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


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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 regardless of who processes, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items received on any 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 regardless of who processes, then the Master Servicer shall 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 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

 


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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 any 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 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.

 


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(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 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


 


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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 shall 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.  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

 


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(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 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


 


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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.

 

(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


 


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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, a Specially Serviced Loan or an REO 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 2020 (and each Mortgaged Property shall be inspected on or prior to December 31, 2021); 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 or REO Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan or REO Loan.  The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, 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 


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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 commencing with the calendar quarter ending on March 31, 2020 and the calendar year ending on December 31, 2020, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents.  The 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 2020 for the 2019 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).

 

Furthermore, with respect to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests, debt service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash management triggers or the commencement of additional required Escrow Payments, the Special Servicer, in


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the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan, as applicable (only to the extent the related information required for such testing is to be delivered to the Master Servicer or Special Servicer pursuant to the related Mortgage Loan Documents and is actually delivered to either the Master Servicer or the Special Servicer), shall use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Mortgage Loan documents.  Furthermore, in accordance with this Section 3.12(b), with respect to any Specially Serviced Loan, the Special Servicer shall use reasonable efforts to collect financial statements from the related Mortgagor for the periods set forth in the related Mortgage Loan documents.

 

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 March 31, 2020, 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 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 that 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, 2020, 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


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“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 December 2019, 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 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 December 2019, 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


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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 December 2019, 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 December 2019, 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 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 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate


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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 3.11(e), 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 3.11(e), 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 3.11(e), 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 3.11(e), 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 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


 


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

 

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


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of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.

 

Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.

 

(b)         The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format:

 

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

 

(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;

 


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(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”:

 

(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

 


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(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;

 

(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


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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;

 

(V)       any Proposed Course of Action Notice; and

 

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

 

(vi)        the “Investor Q&A Forum” pursuant to Section 4.07(a);

 

(vii)       solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b); and

 

(viii)       the “U.S. Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance by the Retaining Sponsor with the Risk


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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 Rules 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 “U.S. Risk Retention Special Notices” tab.

 

The Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. 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 “U.S. Risk Retention Special Notices” tab.

 

Notwithstanding the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (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


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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 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


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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.

 

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 summary of a 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


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in accordance herewith.  Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.

 

(c)         The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2019-C53” 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;

 


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

 

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

 

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

 

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

 

(xvii)     any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.13(g);

 

(xviii)    any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or Section 11.10; and

 

(xix)        any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.

 

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.  Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day.  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


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17g5informationprovider@wellsfargo.com (specifically referencing “WFCM 2019-C53” in the subject line).

 

Upon delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).  Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information Provider as mutually agreed.  The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.

 

Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 3.13.  In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.

 

The 17g-5 Information Provider shall 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 any information, report, notice or document to the 17g-5 Information Provider under this Agreement that such information, report, notice or document was received and that it has been posted.

 

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 2019-C53” 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.

 


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(e)         Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC® reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data LLC, RealInsight and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.  Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.

 

(f)          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

 


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Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).  In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.

 

Neither the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation of the terms of this Agreement.  Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may be.

 

(g)        The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications shall not identify which Rating Agency the communication was with.  The 17g-5 Information Provider shall post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).

 

(h)        Without limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall provide to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and approved or deemed approved Major Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating Advisor Consultation Event, Asset Status Reports and Major Decision Reporting Packages.  In addition, the Special Servicer, subject to the limitations on delivery of Privileged Communications, shall provide to the Operating Advisor such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally, requested by the 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


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a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).

 

(j)       The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.

 

Section 3.14    Title to REO Property; REO Account.  (a)  If title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan.  REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14.  The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period 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


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of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).

 

(b)       The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets.  If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property.  The REO Account shall be an Eligible Account.  The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property.  Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.  The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.

 

(c)        The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.  On the later of (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


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Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event.  Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).  Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.  Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis.  In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified funds) in the 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.

 


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(b)         Without limiting the generality of the foregoing, the Special Servicer shall not:

 

(i)           permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

 

(ii)          permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;

 

(iii)        authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

 

(iv)        Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than ninety (90) days after its acquisition date;

 

unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.

 

(c)          The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of the acquisition date thereof, provided that:

 

(i)           the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;

 

(ii)          the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the nature and locality of the Mortgaged Property;

 

(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

 


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(v)         the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.

 

The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.

 

(d)          When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with 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


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previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan 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 (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan 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 and the Directing Certificateholder (other than with respect to any Excluded DCH 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 for any such Defaulted Loan, the Trustee shall rely


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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) and (ii) 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 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

 


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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 and the Directing Certificateholder (in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than an Excluded Loan as to such party, 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 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

 


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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.

 

(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,

 


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the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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 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


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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 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.

 


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(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 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 


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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 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).

 


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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)  The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision.  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 (x) 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 

 


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the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (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, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) or (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor 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 and the Directing Certificateholder (other than with respect to any Excluded DCH Loan and 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, in each case pursuant to the process described in Section 6.08(a) and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required pursuant to 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 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).

 


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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, 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 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

 


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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) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) 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 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 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


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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 pursuant to Section 6.08 and (B) after the occurrence and during the continuance of an Operating Advisor Consultation Event, after consulting with the Operating Advisor if and to the extent required pursuant to Section 6.08(a)) 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 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

 


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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, amendment or consent 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 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 or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver, amendment or consent (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof.  With respect to any modification, waiver, amendment or consent (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, amendment or consent to the Trustee, the Certificate Administrator, the Special Servicer (and, unless a Consultation Termination Event has occurred and is continuing, the Special Servicer shall be required to forward any such notice to the Directing Certificateholder (other than with respect to an Excluded DCH 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 or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).  The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating

 


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to such modification, waiver, amendment or consent, 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, amendment or consent 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.

 

(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

 


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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 $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance.  Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.

 

(i)         Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer 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


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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 identified as Mortgage Loan Numbers 3, 5, 9, 13, 15, 18, 20, 28, 33, 34 and 40 on the Mortgage Loan Schedule for which Rialto or Ladder is the applicable Mortgage Loan Seller and that are subject to defeasance, the related Mortgage Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained Defeasance Rights and Obligations”).  In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which Rialto or Ladder 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 Rialto or Ladder, 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 Rialto or Ladder 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.

 

(j)         If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents.  Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).  To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan.  Notwithstanding anything herein to the contrary,

 


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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 to the extent the Special Servicer determines in its reasonable good faith business judgment consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.

 

(m)       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) or the Special Servicer’s approval or consent, take any of the following actions with respect to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loan (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

 


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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 occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required for earnout, holdback or performance reserve releases specifically scheduled on Schedule 3 to this Agreement for which there is lender discretion; (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 (and the Master Servicer shall 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; (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

 


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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 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

 


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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 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

 


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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 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 Operating Advisor (but, other than with respect to an Excluded DCH Loan, 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)) 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


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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 taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken actions;

 

(v)         the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

 

(vi)        a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

 

(vii)       the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;

 

(viii)      an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation and all related assumptions;

 

(ix)        the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and

 


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(x)          such other information as the Special Servicer deems relevant in light of the Servicing Standard.

 

If within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (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 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 following the conclusion of the Directing Certificateholder Approval Process.

 


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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 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, 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


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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 (but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder), 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 and the immediately preceding 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 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


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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 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


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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 the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to


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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 (other than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate 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 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.

 


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(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.

 

(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,

 


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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 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


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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 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; Certain Rights and Powers of Directing Certificateholder.  (a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit 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 to all parties to this Agreement 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 to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.

 

(b)      Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the

 


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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 written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.  The foregoing provisions shall not be applicable to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder.

 

(c)        Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.

 

(d)       In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of 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 the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer.  Notwithstanding the foregoing, KKR Real Estate Credit Opportunity Partners II L.P. shall be the initial Directing Certificateholder (but not a

 


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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.

 

Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.

 

(f)      If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.

 

(g)        Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:  (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class (or in the case of a 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 a Loan-Specific Directing Certificateholder shall have no such liability) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.

 

(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 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

 


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Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.

 

(k)       The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the 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-RR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E-RR 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 Horizontal Risk Retention 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 Horizontal Risk Retention 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

 


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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.

 

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 Special Servicer solely with respect to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.

 

(b)        Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and the terms of such Intercreditor Agreement.  Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.  In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or the Special Servicer for its own account without reimbursement.  In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely).  As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.  In no event shall the Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or

 


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the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.

 

(c)        No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.

 

(d)       With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced Whole Loan Controlling Holder).  Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.  In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.

 

(e)        Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (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

 


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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.

 

(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 

 


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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 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).

 


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Promptly following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).

 

(b)        Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).

 

(c)        For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.

 

Section 3.26    The Operating Advisor.  (a)  The Operating Advisor shall review (i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section 3.08(a), Section 3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26 and Section 6.08) 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, and the Operating Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.

 

(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.

 


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(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 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

 


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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, Major Decision Reporting Package, Asset Status Report (during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and any 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 of a party hereto to timely deliver information required to be delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.  The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder.  In the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.

 

(d)          [RESERVED].

 

(e)        (i)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, 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) Cumulative Appraisal Reduction Amounts calculated by the Special Servicer, (iii) Collateral Deficiency Amounts calculated by the Special Servicer or (iv) 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

 


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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 review for accuracy and consistency with this Agreement the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.

 

(ii)          In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations of the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (in each case, as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and 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.

 

(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 relating to a Specially Serviced Loan, 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.

 


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(g)        The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the 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)          [RESERVED].

 

(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. In addition, the Depositor shall pay the Operating Advisor a fee of $5,000 (the “Operating Advisor Upfront Fee”) on the Closing Date.

 

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

 


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respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.  When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent with the efforts in accordance with the Servicing Standard that the Master Servicer or 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: any Non-Serviced Whole Loan or any related REO Property; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan 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 terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights (arising out of


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events occurring prior to such termination)) by prior written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.

 

(k)          After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.  No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).  The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor.  Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing), 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 and the Directing Certificateholder, and (b) upon the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and

 


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receipt by the Trustee of Rating Agency Confirmation from each Rating Agency.  If no successor operating advisor has been appointed and has accepted such appointment within thirty (30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s notice of resignation, the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor.  No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations.  The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.

 

(o)          [RESERVED].

 

(p)        In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.

 

(q)        The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty or liability to any particular Class of Certificates or particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.

 

(r)          [RESERVED]

 

(s)         The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint a successor operating advisor subject to and in accordance with this Section 3.26.  Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor 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 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

 


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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 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.

 


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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 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

 


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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 “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 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

 


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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 and identifying 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” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer identified in the above referenced notice from the Mortgage Loan Seller 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.

 


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(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 this 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 the Third Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses 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, 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

 


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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 ((i) with respect to Specially Serviced Loans, at all times and (ii) with respect to Non-Specially Serviced Loans, after the occurrence and during the continuance of an Operating Advisor Consultation 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 five (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 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


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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 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

 


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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 or Operating Advisor 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) 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 (iii) 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)-(iii) of this sentence.

 

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 

 


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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, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:

 

(i)         first, to the Holders of the Class A-1, 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, up to an amount equal 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, up to an amount equal 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

 


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reduced to zero; (3) third, to the Holders of the Class A-2 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, up to an amount equal 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) up to an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, 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 (A) 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 (B) up to an amount equal to, and pro rata in accordance with, all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(iv)         fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(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 (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A)

 


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at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(vii)       seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(viii)      eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;

 

(ix)         ninth, to the Holders of the Class B Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(x)         tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(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 (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xiii)       thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(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;

 


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(xv)        fifteenth, to the Holders of the Class D Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xvi)       sixteenth, to the Holders of the Class E-RR 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-RR 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-RR Certificates has been reduced to zero;

 

(xviii)     eighteenth, to the Holders of the Class E-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xix)       nineteenth, to the Holders of the Class F-RR 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-RR Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates has been reduced to zero;

 

(xxi)       twenty-first, to the Holders of the Class F-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxii)      twenty-second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 


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(xxiii)     twenty-third, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G-RR Certificates has been reduced to zero;

 

(xxiv)     twenty-fourth, to the Holders of the Class G-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxv)       twenty-fifth, to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xxvi)     twenty-sixth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have been reduced to zero, to the Holders of the Class H-RR 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-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H-RR Certificates has been reduced to zero;

 

(xxvii)    twenty-seventh, to the Holders of the Class H-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxviii)   twenty-eighth, to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xxix)     twenty-ninth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates have been reduced to zero, to the Holders of the Class J-RR 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-RR, Class F-RR, Class G-RR and Class H-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class J-RR Certificates has been reduced to zero;

 


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(xxx)      thirtieth, to the Holders of the Class H-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxxi)     thirty-first, to the Holders of the Class K-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xxxii)    thirty-second, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates have been reduced to zero, to the Holders of the Class K-RR 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-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class K-RR Certificates has been reduced to zero;

 

(xxxiii)   thirty-third, to the Holders of the Class K-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxxiv)    thirty-fourth, to the Holders of the Class L-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xxxv)    thirty-fifth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates have been reduced to zero, to the Holders of the Class L-RR 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-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class L-RR Certificates has been reduced to zero;

 

(xxxvi)   thirty-sixth, to the Holders of the Class L-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; and

 


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(xxxvii)   thirty-seventh, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.

 

If, in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date.  None of the Master Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.

 

(b)        [RESERVED].

 

(c)        On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to the Holders of the respective Related Certificates as provided in Section 4.01(a), 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 in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class 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, 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 allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).  The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.  The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.

 


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Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).

 

(d)       
So long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided
herein) and other amounts provided for in this Section 4.01.

 

(e)       
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees or Workout Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge
or Prepayment Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution
Date corresponding to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment
Premium (net of any Liquidation Fee or Workout Fee payable therefrom) in the following manner: (i) to each of the Class A-1, Class
A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates, the product of (A) such Yield Maintenance
Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator
of which is equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator
of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to
the Class X-A Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium
and (II) a fraction, the numerator of which is equal to the 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 for that Distribution Date, over (B) the amount of such Yield Maintenance Charge
or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates as described above,
and (iii) to the Class X-B Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed
as described above.

 

For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii)
the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage
Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be
greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and
is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction
will equal zero; and

 


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(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-RR, Class F-RR, Class
G-RR, Class H-RR, Class J-RR, Class K-RR, Class L-RR, Class R or Class V Certificates. After the Certificate Balances of the Class
A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero,
all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Holder of
the Class X-B Certificates.

 

All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal
distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.

 

(f)       
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the Principal Balance Certificates (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. Amounts paid from the Gain-on-Sale Reserve Account shall not reduce the Certificate Balances

 


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of
the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such
distributions shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates and related
shortfalls allocable to the Regular Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve
Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.

 

(g)       
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each
Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related
Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at
a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) shall be made in like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.

 

Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.

 

(h)       
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:

 

(i)        
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and

 


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(ii)       
no interest shall accrue on such Certificates from and after such Distribution Date.

 

Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).

 

(i)        
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a), 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 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 to the Holders of the Class V Certificates. Excess Interest will not be available to pay any other
amounts except for distributions on Class V Certificates 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:

 


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(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 that any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;

 

(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and

 

(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.

 

All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion 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;

 


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(ii)       
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;

 

(iii)      
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;

 

(iv)      
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;

 

(v)       
the aggregate amount of unscheduled payments received;

 

(vi)      
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;

 

(vii)      the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;

 

(viii)     the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most
recent Appraisal or valuation;

 

(ix)        the
Available Funds for such Distribution Date;

 

(x)       
the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for
such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall,
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, 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;

 


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(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;

 

(xiv)     the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;

 

(xv)
     the Certificate Factor for each Class of Certificates (other than the Class 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(c), 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;

 

(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;

 


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(xxv)     with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;

 

(xxvi)    with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;

 

(xxvii)   the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;

 

(xxviii)  [RESERVED];

 

(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.

 

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.

 


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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
such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. Neither the Master Servicer nor the Special Servicer, as the case may be, shall be liable
for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer
shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13 and Section
4.02(a), other than information produced by the Master Servicer or the Special Servicer, as applicable;

 


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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 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 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

 


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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 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

 


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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 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.

 


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(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 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 

 


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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 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

 


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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 for such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing
the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of Regular Certificates
shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in
an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is
made. With respect to any Class of Principal Balance Certificates, to the extent that any Nonrecoverable Advances (plus interest
thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) and previously resulted in
a reduction of the 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 amount of such recovery
will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated
Realized Losses in sequential order according to the priority of payments for the Principal Balance Certificates (and in the case
of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the amount of unreimbursed
Realized Losses on such Classes), in each case up to the lesser of (A) the unallocated portion of such recovery and (B) the amount
of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and (ii) the Interest Shortfall
with respect to each affected class of Certificates 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 is
so increased, the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates shall be decreased by
such amount.

 

(b)       
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write-off shall be allocated first, to the Class L-RR Certificates, second, to the Class K-RR Certificates,
third, to the Class J-RR Certificates, fourth, to the Class H-RR Certificates, fifth, to the Class G-RR Certificates,
sixth, to the Class F-RR Certificates, seventh, to the Class E-RR Certificates, eighth, to the Class D Certificates,
ninth, to the Class C Certificates, tenth, to the Class B Certificates, eleventh, to the Class A-S Certificates
and then, pro rata (based on their respective

 


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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 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 or an Operating Advisor Consultation 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, 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 in reverse sequential order to
notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e.,
first, to the Class L-RR Certificates, second, to the Class K-RR Certificates, third, to the Class J-RR Certificates,
fourth, to the Class H-RR Certificates, fifth, to the Class G-RR Certificates, sixth, to the Class F-RR Certificates,
seventh, to the Class E-RR Certificates, eighth, to the Class D Certificates, ninth, to the Class C Certificates,
tenth, to the Class B Certificates, eleventh, 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.

 


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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 or an Operating Advisor Consultation 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
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 Servicers 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

 


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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 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

 


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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 requested by the Special Servicer from the Master Servicer that is in the possession of
the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount, 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 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. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the
related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been
sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage
Loan is a Specially Serviced Loan). If the 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.

 


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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 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 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, the Excess Interest
and Excess Interest Distribution Account, in the time or times and in the manner required by the Code.

 


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(b)       
As of the Closing Date no Class V Certificate is held through a “middleman” as defined by the WHFIT Regulations. If
the Certificate Administrator receives notice that the Class V Certificates are held through a “middleman” as defined
by the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall 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” as defined by the WHFIT Regulations that are Certificateholders.
The Certificate Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event
that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.

 

(c)       
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT
information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for
providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.

 

(d)       
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the
Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class V Certificate, 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, 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 shall 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 

 


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 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 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 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 

 


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Agreement,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any
Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may
be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor
has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent,
and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None
of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee 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

 


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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 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.

 


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Section
4.08      Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room
and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days
following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage
Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator
shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure
Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person
at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate
Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.

 

(b)       
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other 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

 


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deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.

 

[End
of Article IV]

 

ARTICLE
V

THE CERTIFICATES

 

Section
5.01      The Certificates. (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-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 shall 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)
shall 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)
shall be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral
multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class
of Certificates 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 Certificates shall be issued, maintained and transferred
in minimum percentage interests of 5% of such Class V Certificates and in integral multiples of 1% in excess thereof. The Class
R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates
and in integral multiples of 1% in excess thereof.

 

(b)       
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.

 

Section
5.02      Form and Registration. No transfer of any Non-Registered Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or
qualification under applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. If a 

 


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transfer
(other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to the Third Party Purchaser) is to be made
in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections
(a)-(d) shall apply.

 

(a)       
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided;

 

On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.

 

(b)       
Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates 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

 


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Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian
for the Depository, as hereinafter provided.

 

(c)       
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall
be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V Certificates
shall only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be issued in the form of Definitive
Certificates at all times during the Transfer Restriction Period.

 

(d)      
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the 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 Risk Retention Certificates shall only be held
as Definitive Certificates and shall be held in the Retained Certificate 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

 


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trust
accounting system under the Retained Certificate Safekeeping Account), as custodian for, and for the benefit of, the Holder of
the related Certificate. The Certificate Administrator shall hold the Risk Retention Certificates in safekeeping and shall release
the same only upon receipt of written instructions from the Holder of the Risk Retention Certificates and the Retaining Sponsor,
indicating whether such release is in connection with the termination of the Transfer Restriction Period or in connection with
the Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional
authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its
release of the 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 Risk Retention Certificates. There shall be, and
hereby is, established by the Certificate Administrator an account which will be designated the “Retained Certificate Safekeeping
Account” and in which the Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement.
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained
Certificate Safekeeping Account for the Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit
of the Holder of the related Certificate. The Risk Retention Certificates to be delivered in physical form to the Certificate
Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Risk Retention Certificates
shall be remitted to the Retained Certificate Safekeeping Account, but shall be remitted directly to the Retaining Party in accordance
with written instructions provided separately by the Retaining Party to the Certificate Administrator on the Closing Date. Under
no circumstances by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator be obligated to
bring legal action or institute proceedings against any person on behalf of the Retaining Party. During the Transfer Restriction
Period and for such longer time as the Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates
representing the Risk Retention Certificates at the below location, or any other location; provided the Certificate Administrator
has given notice to the Retaining Party 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 Risk Retention Certificates during the Transfer Restriction Period,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Party
substantially in the form of Exhibit TT hereto evidencing its receipt of the Risk Retention Certificates.

 

The
Certificate Administrator shall make available to the Retaining Party its respective account information as mutually agreed upon
by the Certificate Administrator and the Retaining Party, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i).

 

For
the sake of clarity, after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction
of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

 


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Section
5.03      Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator
shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject
to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among
other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of
Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate
and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the
Risk Retention Certificates (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 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,

 


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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 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

 


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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 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 

 


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referred
to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation
S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in
the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate
to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation
S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and
except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in
all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry
Certificate authenticated and delivered hereunder.

 

(g)       
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk
Retention Certificate 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 such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the
aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.

 

(h)       
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.02(d), and subject to the issuance and transfer of a Risk Retention Certificate during the Transfer Restriction
Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of 

 


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an
interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
or to a transferee of a Non-Book Entry Certificate (or any portion thereof).

 

(i)        
Transfers of Risk Retention Certificates. During a Transfer Restriction Period, if a Transfer of any 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 Risk Retention
Certificate from the Retained Certificate Safekeeping Account in connection with a transfer of such 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 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(n), reflect such Risk Retention Certificate, in the
name of the prospective Transferee. For the avoidance of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry
Certificate during the Transfer Restriction Period.

 

(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 

 


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Opinion
of Counsel that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof
comply with the provisions of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate
Registrar shall authenticate and deliver Certificates that do not bear such legend.

 

(m)      
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.

 

(n)       
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or, with respect to the Risk Retention Certificates, the Retaining Party) 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, a governmental plan (as defined in Section 3(32) of ERISA)
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, in the case of a Plan subject to Similar Law, where
the purchase, holding and disposition by such Plan would not constitute or result in a non-exempt 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, any sub-servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer
or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not

 


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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 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 

 


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its
debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of
a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(p) and (y) other than in
connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its Transferee Affidavit are false.

 

(iii)      
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the 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 

 


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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 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-

 


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Registered
Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation, charter, trust
instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable
to such Certificate Owner.

 

(t)        
Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an
“ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of its purchase
of such Certificate, will be deemed to have represented that 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 any investment
recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan
has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the
meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s
acquisition of Certificates (unless an applicable prohibited transaction exemption is available (all of the conditions of which
are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise prohibited), and the
ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in evaluating
the investment in the Certificates.

 

Section
5.04      Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be
required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the
Trust. In connection with the 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 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).

 


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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 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

 


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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 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; 

 


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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. 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


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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 AND THE DIRECTING CERTIFICATEHOLDER

 

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:

 

(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,

 


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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;

 

(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

 


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(ix) 
      To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of a 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;

 

(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

 


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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 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

 


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 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;

 

(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

 


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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;

 

(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

 


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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 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, asset representations reviewing 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

 


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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, the Asset Representations Reviewer or the Operating Advisor enters into a merger
and the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is
the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or
the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master
Servicer, the Special Servicer or 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

 


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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. (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, 

 


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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, 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

 


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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 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, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable) 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).


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(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 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


 






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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 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


 






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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 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, 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).


 






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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 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


 






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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.


 


(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. 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 (such limitation not to be applicable to a Loan-Specific Directing Certificateholder),
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, which may be in the form of an Asset Status Report, 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”;


 






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(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;


 


(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), 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 (I) if 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 or consent to the incurrence of additional debt, 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


 






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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 or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor 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


 






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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


 


(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 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 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) 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. In the event the Special Servicer receives no response (which initial request
shall include a Major Decision Reporting Package) from the Directing Certificateholder 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
on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond
shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or
Serviced Whole Loan. 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
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


 






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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 an 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, a Consultation Termination Event or an 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 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.


 


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


 






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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 the Operating Advisor or any advice from the Directing Certificateholder or the Operating Advisor 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 or the Operating Advisor, 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 direction of or approval of the
Directing Certificateholder or the advice of the Operating Advisor 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
(exclusive of a Loan-Specific 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 its own interests or the interests of 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 except
in the case of a Loan-Specific Directing Certificateholder, that the Directing Certificateholder shall not be liable to any


 






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Certificateholder,
by reason of its having acted solely in its own interests or the interests of the Holders of the Controlling Class, and that the
Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so
acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the
Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment.
By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that
such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class
under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced
PSA, and that the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have
no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or
principal thereof for having so acted.


 


(b)          
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder (other than any Loan-Specific
Directing Certificateholder) shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to receive any notices, reports or
information to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer and any other applicable
party shall consult with the Directing Certificateholder (other than with respect to any Excluded DCH Loan), to the extent set
forth herein in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after
the occurrence and during the continuance of a Consultation Termination Event (and at any time with respect to any Excluded DCH
Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


Section
6.09      Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set
forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells


 






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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 25% of all Voting


 






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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 Serviced Pari
Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of


 






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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 the Master Servicer’s or the Special Servicer’s, as the case may
be, responsibilities and rights (subject to


 






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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).


 


(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


 






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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, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment
of a successor special servicer meeting the requirements of this Section 7.01(d) provided that, with respect to 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 requesting a vote to replace the Special Servicer with a new special servicer designated in such written
direction to assume the duties of the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating
Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that
such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then current ratings of
any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, conduct the solicitation of votes of all Certificates 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


 






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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 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


 






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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) and (ii) receipt by the Certificate Administrator
following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation
from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of 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 holders of Certificates evidencing at least a majority of a quorum of Certificateholders (as set forth above) 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 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


  



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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 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


 






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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), 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


 






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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 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


 



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with respect to any related Companion
Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment
and assumption of a successor to the Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation with respect to a successor master servicer or successor special servicer, as the case
may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder.
The Trustee, the non-terminated Master Servicer or the non-terminated Special Servicer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket
costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor
Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby
be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has
not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take all
reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs and
expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate
Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating
the Master Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted
to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall
not have any liability for such expenses pursuant to this paragraph.


 


Section
7.03      Notification to Certificateholders. (a)  Upon any resignation of the Master
Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant
to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.


 


(b)          
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan
is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


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;


 






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provided,
however, that a Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a)
may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination Event
under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI) may be
waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of
any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the
name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.


 


Section
7.05      Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within
five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer
Termination Event under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge
of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution
Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all
of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by the Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


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


 






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and
after the curing or waiving of all Servicer Termination Events which may have occurred, undertake to perform such duties and only
such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right
of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 


(b)          
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)           
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(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


 






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(iii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than
25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the
aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the
Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section
8.02      Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise
provided in Section 8.01:


 


(i)           
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)         
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties 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


 






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their
exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)        
For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to
have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act,
failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(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;


 






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(ix)          
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)          
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)         
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03      Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or
the Certificate Administrator in Section 2.01(h) and Section 2.04 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee
or the Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the 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


 






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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, 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,


 






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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 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 “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


 






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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 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


 






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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 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.


 






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(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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53
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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 or in blank; provided, however,
that, notwithstanding anything to the contrary herein, to the extent that 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 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


 






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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 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


 






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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
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


 






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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 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


 






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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 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;


 






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(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 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


 






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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 Certificate Registrar, the Custodian (other than the obligations of the Custodian to deliver any
remaining Mortgage Files with any necessary assignments, endorsements and other instruments 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 Termination Purchase Amount, plus (b) 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, minus (c) 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 R and Class V Certificates) for the remaining Mortgage Loans
and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian
shall release or cause to be released to the Master Servicer, at the address provided in Section 13.05 of this Agreement
or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining in its possession.


 


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


 






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provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the
Class R and Class V Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R and Class V Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of
this Section 9.01 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 R and Class V Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall remit for deposit in the Collection Account an amount
in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer,
the Trustee and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn
from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent that
such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts
required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the P&I
Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection
Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole
Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s 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) on the applicable
Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be
released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed
to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The
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


 






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remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the
Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans (solely for the purposes of this calculation, if such right is being exercised after the Distribution
Date in November 2029 and any of the Mortgage Loans identified as Mortgage Loan Numbers 57 and 58 on the Mortgage Loan Schedule
is still an asset of the issuing entity, then such Mortgage Loan will be excluded from the then-aggregate stated principal balance
of the pool of Mortgage Loans and from the Initial Pool Balance) 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


 






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Noteholder
and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c) (who shall promptly post
a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c))
and, if not previously notified pursuant to this Section 9.01, to the other parties hereto mailed (a) in the
event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset of the Trust) and each REO
Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon
which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account 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;


 






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(ii)          
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the
Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)         
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01   REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections
to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each
such election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day
of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class 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


 






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representative”
(within the meaning of Section 6223 of the Code) 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 Holder of Class R Certificates.


 


(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 or 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


 






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authorized
hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel
to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted
by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required
by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined
in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from
any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any
Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state
or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of
the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner
specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal
Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b), as applicable, to
the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence
of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence
by such party.


 






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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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series
2019-C53, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully
with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator
of any Other Securitization that includes a Serviced Companion Loan, as applicable,


 






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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
that 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 be a Servicing Function
Participant, such Servicer shall promptly upon written request provide to the


 






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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, 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


 






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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 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


 






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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 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


 






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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 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.


 






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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: Troy B. Stoddard, Esq., Wells Fargo Legal Department, D1086-341, 550 South
Tryon Street, 34th Floor, Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of
Form 10-D is contingent upon such parties observing all applicable deadlines in the performance of their duties under
this Section 11.04(b). Neither the Trustee nor the Certificate Administrator shall have any liability for


 






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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 any Schedule AL Additional File received by
the Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra,
with a copy to: Troy B. Stoddard, Esq., Wells Fargo Legal Department, D1086-341, 550 South Tryon Street, 34th Floor, Charlotte,


 






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North
Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c). The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability or failure to
receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form
ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor 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 2020, the
Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been
delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)           
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)          
(A)        the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


 


(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


 






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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 2020, (i) the parties listed on Exhibit CC shall be required to provide to the
Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case
may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure,
if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit
or procure from such parties any


 






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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: Troy B. Stoddard, Esq., Wells Fargo Legal Department,
D1086-341, 550 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive,
on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.


 


(c)           
Upon written request from any Mortgage Loan Seller, Other Depositor, 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.


 






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(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 2020, 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 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


 






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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 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.


 






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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, Attention: A.J. Sfarra, with a copy to: Troy B. Stoddard, Esq., Wells Fargo Legal Department,
D1086-341, 550 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation
and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their
duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for
any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure
to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or
file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 






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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 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.


 






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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 2020, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished
by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider
(who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto
as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as
to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year
or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts
to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement
(or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the
Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached
hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such
Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying
Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with
respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations
hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer
and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer
that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is
acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the
time


 






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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 2020, 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 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


 






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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 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


 






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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 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 2020, 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


 






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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 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


 






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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 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


 






    -411-


     


    

 


(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 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


 






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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 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.


 






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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 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


 






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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 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


 






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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 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


 






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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) a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123
of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)           
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer 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


 






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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 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


 






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by
the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate evidencing its
attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization;
provided, however, the Special Servicer shall provide such Officer’s Certificate to the Master Servicer and
the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor
related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at
its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)          
If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16   Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there
is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section
11.17   Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer
shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor 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


 






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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.


 


If
Certificateholders 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
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


 






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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 clauses (6) and (7) below for Non-Specially Serviced
Loans) and the Special Servicer (with respect to clauses (6) and (7) 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”):


 


(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;


 


(6)          
a copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Loan; and


 


(7)          
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


 






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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.


 


(iii)         
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)         
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to
a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit
QQ (each such procedure, a “Test”); provided, however, that the Asset Representations Reviewer
may, but is under no obligation to, (x) modify any Test and/or (y) modify any associated Review Materials to include any items
not specified for the particular Test on Exhibit QQ (but in no event shall the modified Review Materials include materials
not contemplated by the definition of “Review Materials”), in either case, only to the extent the Asset Representations
Reviewer determines pursuant to the Asset Representations Standard that it is necessary to modify such Test and/or such associated
Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of
a Mortgage Loan is completed, no further


 






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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 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


 






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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, (A) in the case of Ladder, against any of LC Holdings, LC REIT and LC TRS in respect of its payment guarantee and
(B) in the case of Barclays, against BCHI in respect of its obligations under the related Mortgage Loan Purchase Agreement), 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 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


 






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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.


 


(e)           
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger, consolidation
or succession that is permitted under this Agreement, (B) assumes in writing each covenant and condition to be performed or observed
by the asset representations reviewer under this Agreement and (C) is not a prohibited party under this Agreement; (ii) the asset
representations reviewer will not be released from its obligations under this Agreement that arose prior to the effective date
of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations
Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning
asset representations reviewer will be required to be responsible for the reasonable costs and expenses of each other party to
this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the
purchaser or transferee will be required to provide notice to each party to this Agreement and then will be the successor asset
representations reviewer under this Agreement.


 






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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 0.00036% 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 Loan”),
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) $16,000, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loan
in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,100 per Mortgaged Property relating to the Subject Loan subject
to a ground lease, plus (iv) $1,100 per Mortgaged Property relating to the Subject Loan subject to a franchise agreement, hotel
management agreement 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” as published by the U.S. Department of Labor,
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.


 


(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


 






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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 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


 






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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 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


 






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(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 at least 25% of the Voting Rights (without regard to
the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)           
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 






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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;


 


(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;


 






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(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);


 


(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


 






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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
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


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, related Additional Repurchase Obligor or related guarantor under any
Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related


 






    -432-


     


    

 


Additional Repurchase
Obligor or related guarantor as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, related
Additional Repurchase Obligor or related guarantor, 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor;
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.


 


(c)           
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master


 






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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 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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(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 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.


 






    -435-


     


    

 


(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 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.


 






    -436-


     


    

 


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:



Troy B. Stoddard, Esq.

Wells Fargo Legal Department, D1086-341

550 South Tryon Street, 34th Floor,

Charlotte, North Carolina 28202


 






    -437-


     


    

 


In
the case of the 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 2019-C53 Asset Manager

Email: commercial.servicing@wellsfargo.com



with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


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
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 II L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem

Facsimile number: (212) 750-0003

Email: Matt.Salem@kkr.com


 






    -438-


     


    

 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2019-C53



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 2019-C53



with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of any transfer or surrender of a 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 2019-C53



with a copy to:



riskretentioncustody@wellsfargo.com


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – WFCM 2019-C53



with a copy to cmbscustody@wellsfargo.com


 






    -439-


     


    

 


In
the case of a surrender, transfer or exchange of a Certificate other than a 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 2019-C53


 


In
the case of the Mortgage Loan Sellers:


 


		1.	Rialto
                                         Mortgage Finance, LLC

                                         590 Madison Avenue, 9th Floor

                                         New York, New York 10022

                                         Attention: Kenneth M. Gorsuch, Managing Director



 


		2.	Barclays
                                         Capital Real Estate Inc.

                                         745 Seventh Avenue

                                         New York, New York 10019

                                         Attention: Daniel Vinson, Managing Director

                                         Email: daniel.vinson@barclays.com

                                         

                                         with a copy to:

                                         

                                         Barclays Capital Real Estate Inc.

                                         745 Seventh Avenue

                                         New York, New York

                                         Facsimile No.: (212) 412-7519

                                         Attention: Steven P. Glynn, Legal Department

                                         Email: steven.glynn@barclays.com



 


		3.	Wells
                                         Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28202

                                         Attention: Wells Fargo Commercial Mortgage Trust 2019-C53,

                                         Commercial Mortgage Pass-Through Certificates, Series 2019-C53

                                         

                                         with a copy to:

                                         

                                         Troy B. Stoddard, Esq.

                                         Wells Fargo Legal Department, D1086-341

                                         550 South Tryon Street, 34th Floor,

                                         Charlotte, North Carolina 28202



 






    -440-


     


    

 


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


 


		4.	Ladder
                                         Capital Finance LLC or Ladder Capital Finance Holdings LLLP

                                         345 Park Avenue, 8th Floor

                                         New York, New York 10154

                                         Attention: Pamela McCormack

                                         

                                         with electronic copies to:

                                         

                                         Pamela McCormack (pamela.mccormack@laddercapital.com)

                                         Robert Perelman (robert.perelman@laddercapital.com)

                                         David Traitel (david.traitel@laddercapital.com)



 


		5.	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:


 






    -441-


     


    

 


C-III
Commercial Mortgage LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

Attention: Paul Hughson

Facsimile No.: (212) 705-5001


 


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 2019-C53 - 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.


 


(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.


 






    -442-


     


    

 


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 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.


 






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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 Additional Repurchase
Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s obligations under the applicable
Mortgage Loan Purchase Agreement, 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.


 


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


 






    -444-


     


    

 


(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.


 


(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,


 






    -445-


     


    

 


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.


 


Section
13.11   PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division,
Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon
and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to
Midland Loan Services, a Division of PNC Bank, National Association.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




    -446-


     


    




 


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:

	 


	 

	 

	Name:


	 	 	Title:


 

	 

	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

Master Servicer


	 	 
	 

	By:

	 


	 

	 

	Name:


	 	 	Title:


 

	 

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

Special Servicer


	 	 
	 

	By:

	 


	 

	 

	Name:


	 	 	Title:


 

	 

	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity, but solely as Certificate
                                         Administrator


	 	 
	 

	By:

	 


	 

	 

	Name:


	 	 	Title:


 


WFCM
2019-C53 – Pooling and Servicing Agreement



 


     


     


    
 

	 

	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION,

 not in its individual capacity, but solely as Trustee


	 	 
	 

	By:

	


	 

	 

	Name:


	 	 	Title:


 

	 

	 

	 

	 


	 

	PARK
BRIDGE LENDER SERVICES LLC, 

as Operating Advisor


	 

	 

	 


	 

	By:

	Park
Bridge Advisors LLC
Its Sole Member


	 

	 

	 


	 

	 

	By:

	Park
Bridge Financial LLC
Its Sole Member


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	 

	PARK
BRIDGE LENDER SERVICES LLC, 

as Asset Representations Reviewer


	 

	 

	 


	 

	By:

	Park
Bridge Advisors LLC
Its Sole Member


	 

	 

	 


	 

	 

	By:

	Park
Bridge Financial LLC
Its Sole Member


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 

WFCM
2019-C53 – Pooling and Servicing Agreement

 


     


     


    
	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared _______________________ known
to me to be a ________________ 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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




 


WFCM
2019-C53 – Pooling and Servicing Agreement


 


     


     


    


 

	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared _______________________ known
to me to be a ________________ 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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




  


WFCM
2019-C53 – Pooling and Servicing Agreement 


     


     


    
	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared _______________________ known
to me to be a ________________ 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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




 

WFCM
2019-C53 – Pooling and Servicing Agreement


     


     


    
	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared _______________________ known
to me to be a ________________ 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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




 

WFCM
2019-C53 – Pooling and Servicing Agreement 


     


     


    
	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared _______________________ known
to me to be a ________________ 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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




 

WFCM
2019-C53 – Pooling and Servicing Agreement 


     


     


    
	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ___________ known to me to
be a _________ of Park Bridge Lender Services LLC, a limited liability company, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such _________________
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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




 

WFCM
2019-C53 – Pooling and Servicing Agreement


     


     


    
	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 

On
the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ___________ known to me to
be a _________ of Park Bridge Lender Services LLC, a limited liability company, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such _________________
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.

 

	 

	 


	 

	Notary
Public




 

	[SEAL]

	 


	 

	 


	My
commission expires:

	 


	 

	 




 


WFCM
2019-C53 – Pooling and Servicing Agreement

 


     


     


    

EXHIBIT A-1

 

FORM OF CERTIFICATE (OTHER THAN CLASS R AND CLASS V CERTIFICATES)

 

CLASS [__]

 



WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-C53, 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

 


 




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



 


BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

[FOR PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]

 

[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“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 G-RR, CLASS H-RR, CLASS J-RR, CLASS K-RR OR CLASS L-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, 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 WOULD 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 WOULD NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]

 

[FOR CLASS E-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR, CLASS K-RR AND CLASS L-RR 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 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.  THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(i) OF THE POOLING AND SERVICING AGREEMENT.]

 

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

 



A-1-3



 


[FOR PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]

 

[FOR CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]

 

[FOR CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE 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-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR, CLASS K-RR 

 



A-1-4



 


AND CLASS L-RR):  THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES  OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

 



A-1-5



 


	
PASS-THROUGH RATE: [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 NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 7, 2019

 

FIRST DISTRIBUTION DATE: DECEMBER 17, 2019

 

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, 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: 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 November 1, 2019 (the “Pooling and Servicing Agreement”), between 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 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.

 



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

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-RR, F-RR, G-RR, H-RR, J-RR, K-RR AND L-RR): 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-RR, F-RR, G-RR, H-RR, J-RR, K-RR AND L-RR): 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,

 



A-1-8



 


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 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-1-9



 


A-4, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-RR, H-RR, J-RR, K-RR AND L-RR 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;

 



A-1-10



 


(iv)  to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder 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-1-11



 


(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, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related
guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent
of such Mortgage Loan Seller,

 



A-1-12



 




 related Additional Repurchase Obligor or related guarantor 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; 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

 



A-1-13



 


Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.  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 (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in November 2029 and any of the Mortgage Loans identified as Mortgage Loan Numbers 57 and 58 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage Loan will be excluded from the then-aggregate stated principal balance of the pool of Mortgage Loans and from the Initial Pool Balance) 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 R and Class V Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class V Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the

 



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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-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:

	
November 7, 2019




 

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 __________


	TEN
                                         ENT

	-

	as
                                         tenants by the entireties

	     Custodian


	JT
                                         TEN

	-

	as
                                         joint tenants with rights

	     (Cust)


	 

	 

	of
                                         survivorship and not as

	Under
                                         Uniform Gifts to Minors


	 

	 

	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

 

CLASS R

 

WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-C53, CLASS R

 

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT 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 OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.

 

THIS CERTIFICATE REPRESENTS THE “RESIDUAL INTERESTS” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE.  EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.  ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.  THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.  IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR 

 



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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:  [100%]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 7, 2019

 

FIRST DISTRIBUTION DATE:  DECEMBER 17, 2019

	
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, 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 R Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), between 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 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 the “residual interests” 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

 



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of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.  The Certificate Administrator is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC.  Each holder of this Certificate, by acceptance hereof, consents to 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 this Certificate.  Each Holder of this Certificate, by acceptance hereof, agrees 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.

 

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) thereof 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.

 



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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.

 

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 using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership Interest in a Class R Certificate 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, (I) 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 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 and (II) a representation letter,

 



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substantially in the form attached to the Pooling and Servicing Agreement as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not an ERISA Prohibited Holder; (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 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 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

 



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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);

 

(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

 



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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

 

(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

 



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with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or

 

(v)   amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the

 



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downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 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 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 (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in November 2029 and any of the Mortgage Loans identified as Mortgage Loan Numbers 57 and 58 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage Loan will be excluded from the then-aggregate stated principal balance of the pool of Mortgage Loans and from the Initial Pool Balance) 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 R and Class V Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of

 



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its Certificates (other than the Class R and Class V Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’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.

 



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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:

	
November 7, 2019




 

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




 



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ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   


	 

	 

	 

	 


	TEN
                                         COM   

	-   

	as
                                         tenant in common

	UNIF
                                         GIFT MIN ACT __________


	TEN
                                         ENT

	-

	as
                                         tenants by the entireties

	     Custodian


	JT
                                         TEN

	-

	as
                                         joint tenants with rights

	     (Cust)


	 

	 

	of
                                         survivorship and not as

	Under
                                         Uniform Gifts to Minors


	 

	 

	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.  

 



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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.

 



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EXHIBIT A-3

 

FORM OF CLASS V CERTIFICATE

 

CLASS V

 

WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-C53, 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 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 

 



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EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.

 

THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.

 

EACH PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.

 



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PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE:  [100%]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 7, 2019

 

FIRST DISTRIBUTION DATE:  DECEMBER 17, 2019

	
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-____




 



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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 November 1, 2019 (the “Pooling and Servicing Agreement”), between 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 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 sentence for 

 



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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 (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

 



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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 5% and integral multiples of 1% in excess thereof.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master 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;

 



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(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);

 



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(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

 



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(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, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or

 



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(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 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 (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in November 2029 and any of the Mortgage Loans identified as Mortgage Loan Numbers 57 and 58 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage Loan will be excluded from the then-aggregate stated principal balance of the pool of Mortgage Loans and from the Initial Pool Balance) 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

 



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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)), 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) 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.

 

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.

 



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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:

	
November 7, 2019




 

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




 



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ABBREVIATIONS

 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:  




	 

	 

	 

	 


	TEN
                                         COM   

	-   

	as
                                         tenant in common

	UNIF
                                         GIFT MIN ACT __________


	TEN
                                         ENT

	-

	as
                                         tenants by the entireties

	     Custodian


	JT
                                         TEN

	-

	as
                                         joint tenants with rights

	     (Cust)


	 

	 

	of
                                         survivorship and not as

	Under
                                         Uniform Gifts to Minors


	 

	 

	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
B

 

MORTGAGE
LOAN SCHEDULE

 



Exhibit B-1




 


 







 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    Property Type	Number
    of Units
	1	RMF	Equinix
    Data Center	755
    and 800 Secaucus Road & 105 Enterprise Avenue	Secaucus	NJ	7094	Hudson	Other	663,621
	2	Barclays	Ceasar’s
    Bay Shopping Center	8973
    Bay Parkway	Brooklyn	NY	11214	Kings	Retail	301,300
	3	RMF	Planet
    Self Storage Portfolio	Various	Various	Various	Various	Various	Self
    Storage	563,807
	3.01	RMF	Prime
    Storage - Somerville	39R
    Medford Street	Somerville	MA	2143	Middlesex	Self
    Storage	36,095
	3.02	RMF	Prime
    Storage - Newington	350
    Alumni Road	Newington	CT	611	Hartford	Self
    Storage	87,925
	3.03	RMF	Prime
    Storage - Washington	307
    South Lincoln Avenue	Washington	NJ	7882	Warren	Self
    Storage	63,450
	3.04	RMF	Prime
    Storage - Brookfield	25
    and 87 Del Mar Drive	Brookfield	CT	6804	Fairfield	Self
    Storage	61,350
	3.05	RMF	Prime
    Storage - Quakertown	1320
    South West End Boulevard	Quakertown	PA	18951	Bucks	Self
    Storage	67,450
	3.06	RMF	Prime
    Storage - Hyde Park	1641
    Hyde Park Avenue	Boston	MA	2136	Suffolk	Self
    Storage	27,504
	3.07	RMF	Prime
    Storage - Phillipsburg	1191
    U.S. Highway 22	Greenwich;
    Lopatcong	NJ	8865	Warren	Self
    Storage	48,691
	3.08	RMF	Prime
    Storage - New Milford	156
    Danbury Road	New
    Milford	CT	6776	Litchfield	Self
    Storage	41,050
	3.09	RMF	Prime
    Storage - Fairless Hills	400
    Tyburn Road	Fairless
    Hills	PA	19030	Bucks	Self
    Storage	42,211
	3.10	RMF	Prime
    Storage - Clinton	10
    Route 173	Union	NJ	8809	Hunterdon	Self
    Storage	35,538
	3.11	RMF	Prime
    Storage - Lindenwold	901
    Egg Harbor Road	Lindenwold	NJ	8021	Camden	Self
    Storage	52,543
	4	WFB	777
    East Eisenhower	777
    East Eisenhower Parkway	Ann
    Arbor	MI	48108	Washtenaw	Office	272,502
	5	LCF	1000
    Chesterbrook	1000
    Chesterbrook Boulevard	Berwyn	PA	19312	Chester	Office	172,421
	6	WFB	112-118
    West 125th Street	112-118
    West 125th Street	New
    York	NY	10027	New
    York	Mixed
    Use	32,000
	7	WFB	600
    & 620 National Avenue	600
    & 620 National Avenue	Mountain
    View	CA	94043	Santa
    Clara	Office	151,064
	8	Barclays	800
    Delaware	800
    Delaware Avenue	Wilmington	DE	19801	New
    Castle	Office	280,190
	9	LCF	Martin
    Brower	201
    Waverly Boulevard	Coatesville	PA	19320	Chester	Industrial	152,854
	10	RMF	Bird
    Creek Crossing	3550
    South General Bruce Drive	Temple	TX	76504	Bell	Retail	129,941
	11	LCF	Southern
    California Retail Portfolio	Various	Various	CA	Various	Various	Retail	120,199
	11.01	LCF	Home
    Depot	12131
    Beach Boulevard	Stanton	CA	90680	Los
    Angeles	Retail	93,031
	11.02	LCF	Ross
    Dress For Less	7060
    Sunset Boulevard	Los
    Angeles	CA	90028	Los
    Angeles	Retail	27,168
	12	Barclays	DoubleTree
    ABQ	201
    Marquette Avenue Northwest	Albuquerque	NM	87102	Bernalillo	Hospitality	295
	13	RMF	Fortress
    Self Storage	9160
    Estate Thomas	St.
    Thomas	VI	802	Virgin
    Islands	Self
    Storage	115,301
	14	Barclays	Glenview
    Corporate Center	3220
    & 3260 Tillman Drive	Bensalem	PA	19020	Bucks	Office	176,244
	15	RMF	MHI-Creekside
    Portfolio	Various	Various	OH	Various	Various	Various	235,733
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	845
    Claycraft Road and 1000 Morrison Road	Gahanna	OH	43230	Franklin	Industrial	87,680
	15.02	RMF	Creekside	350
    Worthington Road	Westerville	OH	43082	Delaware	Office	44,907
	15.03	RMF	960-1020
    Claycraft Road	960-1020
    Claycraft Road	Gahanna	OH	43230	Franklin	Industrial	55,946
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	920-940
    Science Boulevard & 1110 Claycraft Road	Gahanna	OH	43230	Franklin	Industrial	35,200
	15.05	RMF	810
    Science Boulevard	810
    Science Boulevard	Gahanna	OH	43230	Franklin	Industrial	12,000
	16	WFB	Hampton
    Inn - Greenville Airport	128
    The Parkway	Greenville	SC	29615	Greenville	Hospitality	127
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	101
    Ocean Drive	Miami
    Beach	FL	33139	Miami-Dade	Mixed
    Use	18,428
	18	RMF	Curry
    Junction	3549
    Curry Lane	Abilene	TX	79606	Taylor	Multifamily	228
	19	Barclays	241
    North Broadway	241
    North Broadway Street	Milwaukee	WI	53202	Milwaukee	Office	79,960
	20	LCF	HGI
    Pascagoula	2703
    Denny Avenue	Pascagoula	MS	39567	Jackson	Hospitality	119
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	Various	Palm
    Springs	CA	92264	Riverside	Retail	281,235
	21.01	RMF	Smoke
    Tree Commons	2465
    East Palm Canyon Drive 	Palm
    Springs	CA	92264	Riverside	Retail	171,479
	21.02	RMF	Smoke
    Tree Village	1733-1793
    East Palm Canyon Drive	Palm
    Springs	CA	92264	Riverside	Retail	109,756
	22	CIIICM	PA
    & MD MHP Portfolio	Various	Various	Various	Various	Various	Manufactured
    Housing Community	306
	22.01	CIIICM	Conowingo
    Mobile Home Court	124
    Mount Zoar Road	Conowingo	MD	21918	Cecil	Manufactured
    Housing Community	110
	22.02	CIIICM	Maybelle
    Manor MHP	2
    Leona Drive	Conowingo	MD	21918	Cecil	Manufactured
    Housing Community	49
	22.03	CIIICM	Hilltop
    Acres	94
    Crystal Drive	Manheim	PA	17545	Lancaster	Manufactured
    Housing Community	43
	22.04	CIIICM	Haldeman’s
    MHP	475
    Wabash Road	Ephrata	PA	17522	Lancaster	Manufactured
    Housing Community	40
	22.05	CIIICM	J
    C Mobile Court	JC
    Mobile Home Court South	Middleburg	PA	17842	Snyder	Manufactured
    Housing Community	64
	23	RMF	Meadows
    Place Seniors Village	12221
    Kirkwood Road	Stafford	TX	77477	Fort
    Bend	Multifamily	182
	24	CIIICM	Walgreens
    Brooklyn	4915
    Flatlands Avenue	Brooklyn	NY	11234	Kings	Retail	12,648
	25	Barclays	Up
    Valley Inn & Hot Springs	1865
    Lincoln Avenue	Calistoga	CA	94515	Napa	Hospitality	55
	26	CIIICM	Texas
    MHP Portfolio	Various	Various	TX	Various	Various	Manufactured
    Housing Community	269
	26.01	CIIICM	Ashland
    MHC	973
    Ashland Boulevard	Channelview	TX	77530	Harris	Manufactured
    Housing Community	82
	26.02	CIIICM	Coastal
    Oaks Estates	1907
    FM 3036	Rockport	TX	78382	Aransas	Manufactured
    Housing Community	79
	26.03	CIIICM	Country
    Aire MHC	2208
    Bunton Drive	El
    Campo	TX	77437	Wharton	Manufactured
    Housing Community	68
	26.04	CIIICM	Woodlands
    Hills MHP	1946-2098
    South 1st Street	Conroe	TX	77301	Montgomery	Manufactured
    Housing Community	40
	27	CIIICM	Lamplighter
    Resort	3933
    East Highway 260	Star
    Valley	AZ	85541	Gila	Manufactured
    Housing Community	276
	28	RMF	Holiday
    Inn Roswell	3620
    North Main Street	Roswell	NM	88201	Chaves	Hospitality	93


 


 




    EXH. B - 1 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    Property Type	Number
    of Units
	29	WFB	Northrup
    North Business Park	2320
    130th Avenue Northeast	Bellevue	WA	98005	King	Office	27,350
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	14255
    North 87th Street	Scottsdale	AZ	85260	Maricopa	Hospitality	117
	31	CIIICM	Bank
    Of America Brooklyn	2022
    Avenue U	Brooklyn	NY	11229	Kings	Retail	5,633
	32	WFB	101
    NE 40th Street - FL	101
    Northeast 40th Street	Miami	FL	33137	Miami-Dade	Retail	5,000
	33	RMF	Courtyard
    Indianapolis South	4650
    Southport Crossing Drive	Indianapolis	IN	46237	Marion	Hospitality	83
	34	RMF	Albertsons
    Millwood	8851
    East Trent Avenue	Millwood	WA	99212	Spokane	Retail	50,706
	35	WFB	CVS
    & WAG - Texas	Various	Various	TX	Various	Various	Retail	25,728
	35.01	WFB	Walgreens
    - Texas	1211
    U.S. Highway 281	Marble
    Falls	TX	78654	Burnet	Retail	14,820
	35.02	WFB	CVS
    - Texas	2102
    Airline Road	Corpus
    Christi	TX	78414	Nueces	Retail	10,908
	36	CIIICM	Store
    It All Zapata	3820
    Jaime Zapata Memorial Highway	Laredo	TX	78043	Webb	Self
    Storage	60,150
	37	CIIICM	Central
    FL MHP Portfolio	Various	Various	FL	Various	Various	Manufactured
    Housing Community	186
	37.01	CIIICM	Whispering
    Oaks MHP	6787
    Southeast 125th Street	Belleview	FL	34420	Marion	Manufactured
    Housing Community	54
	37.02	CIIICM	West
    Chase MHP	13107
    Memorial Highway	Tampa	FL	33635	Hillsborough	Manufactured
    Housing Community	46
	37.03	CIIICM	Shadow
    Oaks MHP	3120
    and 3230 Southeast 10th Avenue	Ocala	FL	34471	Marion	Manufactured
    Housing Community	35
	37.04	CIIICM	Robins
    Nest RV Park	13400
    Northeast 134th Court	Silver
    Springs	FL	34488	Marion	Manufactured
    Housing Community	51
	38	CIIICM	Cactus
    Wren	235
    North Ellsworth Place	Mesa	AZ	85207	Maricopa	Manufactured
    Housing Community	100
	39	Barclays	Mesa
    Retail	1411
    South Power Road	Mesa	AZ	85206	Maricopa	Retail	9,198
	40	RMF	Gorham
    Self Storage	286
    New Portland Road	Gorham	ME	4038	Cumberland	Self
    Storage	47,050
	41	CIIICM	Cedarhurst
    and Walston MHP	8
    Titleist Drive and 6124 Jack Drive	Salisbury	MD	21804	Wicomico	Manufactured
    Housing Community	180
	42	CIIICM	Valley
    View MHP	121
    Bearden Drive; 1096 Atlanta Road; 1101 Eastside Drive Southeast	Marietta	GA	30060	Cobb	Manufactured
    Housing Community	103
	43	CIIICM	Country
    Inn & Suites Warner Robins	220
    Margie Drive	Warner
    Robins	GA	31088	Houston	Hospitality	61
	44	Barclays	LGE
    & Troy	2855
    Old Milton Parkway	Alpharetta	GA	30009	Fulton	Retail	6,076
	45	Barclays	ABCD
    Econo Storage	26367
    & 29127 Cortez Boulevard	Brooksville	FL	34602	Hernando	Self
    Storage	53,135
	46	CIIICM	Tyler
    Street Self Storage	3636
    Tyler Street	Dallas	TX	75224	Dallas	Self
    Storage	41,575
	47	WFB	Waters
    Edge Apartments - NV	220
    Booth Street	Reno	NV	89509	Washoe	Multifamily	112
	48	WFB	330
    Canal Apartments	330
    Canal Street	San
    Rafael	CA	94901	Marin	Multifamily	96
	49	CIIICM	Sunny
    Pines MHC	5902
    North Orange Blossom Trail	Mount
    Dora	FL	32757	Orange	Manufactured
    Housing Community	58
	50	CIIICM	Belle
    Hill Self Storage	6
    Warner Road	Elkton	MD	21921	Cecil	Self
    Storage	42,575
	51	CIIICM	River’s
    Edge MHP	864
    South Main Street	Beacon
    Falls	CT	6403	New
    Haven	Manufactured
    Housing Community	58
	52	CIIICM	Downtown
    Storage	1225
    Franklin Avenue	Waco	TX	76701	McLennan	Self
    Storage	23,533
	53	CIIICM	Sunset
    Village MHP	401
    South Main Street	Homedale	ID	83628	Owyhee	Manufactured
    Housing Community	56
	54	CIIICM	Nautilus
    MHP	3441
    South Pine Avenue	Ocala	FL	34471	Marion	Manufactured
    Housing Community	100
	55	CIIICM	Grand
    Villa MHP	2526
    West Grand Street	Springfield	MO	65802	Greene	Manufactured
    Housing Community	68
	56	WFB	WAG
    Cape Carteret	201
    WB McLean Drive	Cape
    Carteret	NC	28584	Carteret	Retail	14,820
	57	LCF	Dollar
    General Chillicothe	714
    North 4th Street	Chillicothe	IL	61523	Peoria	Retail	10,566
	58	LCF	Dollar
    General Poseyville	233
    North Saint Francis Street	Poseyville	IN	47633	Posey	Retail	10,566


 


 




    EXH. B - 2 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	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	RMF	Equinix
    Data Center	Sq.
    Ft.	60,000,000.00	60,000,000.00	Interest-only,
    Balloon	167,750.00
    	Actual/360	3.3000000%	0.0177000%
	2	Barclays	Ceasar’s
    Bay Shopping Center	Sq.
    Ft.	45,500,000.00	45,500,000.00	Interest-only,
    Balloon	116,224.06
    	Actual/360	3.0150000%	0.0177000%
	3	RMF	Planet
    Self Storage Portfolio	Sq.
    Ft.	45,000,000.00	45,000,000.00	Interest-only,
    Balloon	121,046.88
    	Actual/360	3.1750000%	0.0177000%
	3.01	RMF	Prime
    Storage - Somerville	Sq.
    Ft.	5,850,000.00	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	Sq.
    Ft.	5,380,714.29	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	Sq.
    Ft.	5,175,000.00	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	Sq.
    Ft.	4,371,428.57	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	Sq.
    Ft.	4,339,285.71	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	Sq.
    Ft.	3,921,428.57	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	Sq.
    Ft.	3,375,000.00	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	Sq.
    Ft.	3,375,000.00	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	Sq.
    Ft.	3,233,571.43	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	Sq.
    Ft.	3,085,714.29	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	Sq.
    Ft.	2,892,857.14	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	Sq.
    Ft.	44,500,000.00	44,500,000.00	Interest-only,
    Amortizing Balloon	214,507.31
    	Actual/360	4.0800000%	0.0652000%
	5	LCF	1000
    Chesterbrook	Sq.
    Ft.	37,900,000.00	37,900,000.00	Interest-only,
    Balloon	132,934.25
    	Actual/360	4.1400000%	0.0177000%
	6	WFB	112-118
    West 125th Street	Sq.
    Ft.	32,100,000.00	32,100,000.00	Interest-only,
    Balloon	98,884.05
    	Actual/360	3.6360000%	0.0177000%
	7	WFB	600
    & 620 National Avenue	Sq.
    Ft.	30,000,000.00	30,000,000.00	Interest-only,
    Balloon	93,736.67
    	Actual/360	3.6880000%	0.0164500%
	8	Barclays	800
    Delaware	Sq.
    Ft.	27,000,000.00	27,000,000.00	Interest-only,
    Amortizing Balloon	126,578.22
    	Actual/360	3.8500000%	0.0377000%
	9	LCF	Martin
    Brower	Sq.
    Ft.	23,200,000.00	23,200,000.00	Interest-only,
    Amortizing Balloon	114,401.86
    	Actual/360	4.2700000%	0.0177000%
	10	RMF	Bird
    Creek Crossing	Sq.
    Ft.	21,800,000.00	21,800,000.00	Interest-only,
    Amortizing Balloon	103,950.89
    	Actual/360	3.9900000%	0.0177000%
	11	LCF	Southern
    California Retail Portfolio	Sq.
    Ft.	21,500,000.00	21,471,837.70	Amortizing
    Balloon	103,513.83
    	Actual/360	4.0700000%	0.0177000%
	11.01	LCF	Home
    Depot	Sq.
    Ft.	11,911,000.00	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	Sq.
    Ft.	9,589,000.00	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	Rooms	19,060,000.00	19,060,000.00	Interest-only,
    Amortizing Balloon	94,658.55
    	Actual/360	4.3300000%	0.0177000%
	13	RMF	Fortress
    Self Storage	Sq.
    Ft.	18,375,000.00	18,375,000.00	Interest-only,
    Amortizing Balloon	90,932.63
    	Actual/360	4.3000000%	0.0177000%
	14	Barclays	Glenview
    Corporate Center	Sq.
    Ft.	18,200,000.00	18,200,000.00	Interest-only,
    Balloon	55,510.00
    	Actual/360	3.6000000%	0.0177000%
	15	RMF	MHI-Creekside
    Portfolio	Sq.
    Ft.	16,600,000.00	16,600,000.00	Interest-only,
    Amortizing Balloon	84,109.76
    	Actual/360	4.5000000%	0.0177000%
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	Sq.
    Ft.	6,000,000.00	 	 	 	 	 	 
	15.02	RMF	Creekside	Sq.
    Ft.	4,500,000.00	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	Sq.
    Ft.	3,200,000.00	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	Sq.
    Ft.	2,000,000.00	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	Sq.
    Ft.	900,000.00	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	Rooms	15,775,000.00	15,775,000.00	Interest-only,
    Amortizing Balloon	75,950.27
    	Actual/360	4.0700000%	0.0177000%
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	Sq.
    Ft.	15,500,000.00	15,500,000.00	Interest-only,
    Balloon	57,123.96
    	Actual/360	4.3500000%	0.0177000%
	18	RMF	Curry
    Junction	Units	12,787,500.00	12,787,500.00	Interest-only,
    Amortizing Balloon	62,160.46
    	Actual/360	4.1500000%	0.0177000%
	19	Barclays	241
    North Broadway	Sq.
    Ft.	12,750,000.00	12,750,000.00	Interest-only,
    Amortizing Balloon	61,245.92
    	Actual/360	4.0510000%	0.0177000%
	20	LCF	HGI
    Pascagoula	Rooms	11,000,000.00	10,845,774.54	Amortizing
    Balloon	74,720.18
    	Actual/360	6.5650000%	0.0177000%
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	Sq.
    Ft.	10,500,000.00	10,500,000.00	Interest-only,
    Amortizing Balloon	54,349.73
    	Actual/360	4.6830000%	0.0177000%
	21.01	RMF	Smoke
    Tree Commons	Sq.
    Ft.	6,402,224.12	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	Sq.
    Ft.	4,097,775.88	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	Pads	10,250,000.00	10,237,369.08	Amortizing
    Balloon	51,025.71
    	Actual/360	4.3500000%	0.0177000%
	22.01	CIIICM	Conowingo
    Mobile Home Court	Pads	4,325,000.00	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	Pads	2,090,000.00	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	Pads	1,400,000.00	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	Pads	1,355,000.00	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	Pads	1,080,000.00	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	Units	9,750,000.00	9,750,000.00	Interest-only,
    Amortizing Balloon	46,323.43
    	Actual/360	3.9600000%	0.0177000%
	24	CIIICM	Walgreens
    Brooklyn	Sq.
    Ft.	9,000,000.00	9,000,000.00	Interest-only,
    Amortizing Balloon	43,749.30
    	Actual/360	4.1500000%	0.0177000%
	25	Barclays	Up
    Valley Inn & Hot Springs	Rooms	9,000,000.00	8,977,147.29	Amortizing
    Balloon	45,334.69
    	Actual/360	4.4500000%	0.0177000%
	26	CIIICM	Texas
    MHP Portfolio	Pads	8,575,000.00	8,563,840.25	Amortizing
    Balloon	41,434.26
    	Actual/360	4.1000000%	0.0177000%
	26.01	CIIICM	Ashland
    MHC	Pads	3,146,000.00	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	Pads	2,347,000.00	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	Pads	1,707,000.00	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	Pads	1,375,000.00	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	Pads	8,250,000.00	8,250,000.00	Interest-only,
    Amortizing Balloon	42,293.16
    	Actual/360	4.6000000%	0.0177000%
	28	RMF	Holiday
    Inn Roswell	Rooms	7,200,000.00	7,188,256.90	Amortizing
    Balloon	40,759.10
    	Actual/360	4.6800000%	0.0177000%


 


 




    EXH. B - 3 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	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
	29	WFB	Northrup
    North Business Park	Sq.
    Ft.	6,890,000.00	6,872,062.57	Amortizing
    Balloon	34,197.86
    	Actual/360	4.3250000%	0.0177000%
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	Rooms	6,200,000.00	6,176,266.93	Amortizing
    Balloon	30,882.59
    	Actual/360	4.3550000%	0.0177000%
	31	CIIICM	Bank
    Of America Brooklyn	Sq.
    Ft.	5,900,000.00	5,900,000.00	Interest-only,
    Amortizing Balloon	29,024.45
    	Actual/360	4.2500000%	0.0177000%
	32	WFB	101
    NE 40th Street - FL	Sq.
    Ft.	5,400,000.00	5,400,000.00	Interest-only,
    Balloon	19,215.00
    	Actual/360	4.2000000%	0.0177000%
	33	RMF	Courtyard
    Indianapolis South	Rooms	5,350,000.00	5,337,111.38	Amortizing
    Balloon	27,779.29
    	Actual/360	4.7100000%	0.0177000%
	34	RMF	Albertsons
    Millwood	Sq.
    Ft.	5,280,000.00	5,280,000.00	Interest-only,
    Balloon	18,340.67
    	Actual/360	4.1000000%	0.0177000%
	35	WFB	CVS
    & WAG - Texas	Sq.
    Ft.	4,920,000.00	4,905,805.10	Amortizing
    Balloon	22,925.10
    	Actual/360	3.8000000%	0.0177000%
	35.01	WFB	Walgreens
    - Texas	Sq.
    Ft.	2,945,000.00	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	Sq.
    Ft.	1,975,000.00	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	Sq.
    Ft.	4,750,000.00	4,731,610.84	Amortizing
    Balloon	23,506.39
    	Actual/360	4.3000000%	0.0177000%
	37	CIIICM	Central
    FL MHP Portfolio	Pads	4,600,000.00	4,592,391.02	Amortizing
    Balloon	25,830.09
    	Actual/360	4.6000000%	0.0177000%
	37.01	CIIICM	Whispering
    Oaks MHP	Pads	1,417,170.00	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	Pads	1,208,085.00	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	Pads	1,045,455.00	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	Pads	929,290.00	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	Pads	4,500,000.00	4,494,168.83	Amortizing
    Balloon	21,796.17
    	Actual/360	4.1200000%	0.0177000%
	39	Barclays	Mesa
    Retail	Sq.
    Ft.	3,900,000.00	3,900,000.00	Interest-only,
    Amortizing Balloon	19,299.99
    	Actual/360	4.3000000%	0.0677000%
	40	RMF	Gorham
    Self Storage	Sq.
    Ft.	3,800,000.00	3,800,000.00	Interest-only,
    Amortizing Balloon	18,582.65
    	Actual/360	4.2000000%	0.0177000%
	41	CIIICM	Cedarhurst
    and Walston MHP	Pads	3,600,000.00	3,591,131.16	Amortizing
    Balloon	18,455.20
    	Actual/360	4.6000000%	0.0177000%
	42	CIIICM	Valley
    View MHP	Pads	3,500,000.00	3,500,000.00	Interest-only,
    Amortizing Balloon	17,526.63
    	Actual/360	4.4000000%	0.0177000%
	43	CIIICM	Country
    Inn & Suites Warner Robins	Rooms	3,430,000.00	3,420,936.39	Amortizing
    Balloon	16,873.54
    	Actual/360	4.2500000%	0.0177000%
	44	Barclays	LGE
    & Troy	Sq.
    Ft.	3,100,000.00	3,100,000.00	Interest-only,
    Amortizing Balloon	15,250.14
    	Actual/360	4.2500000%	0.0677000%
	45	Barclays	ABCD
    Econo Storage	Sq.
    Ft.	2,700,000.00	2,700,000.00	Interest-only,
    Balloon	8,806.88
    	Actual/360	3.8500000%	0.0177000%
	46	CIIICM	Tyler
    Street Self Storage	Sq.
    Ft.	2,556,000.00	2,552,953.62	Amortizing
    Balloon	12,950.88
    	Actual/360	4.5000000%	0.0177000%
	47	WFB	Waters
    Edge Apartments - NV	Units	2,450,000.00	2,450,000.00	Interest-only,
    Amortizing Balloon	11,207.76
    	Actual/360	3.6500000%	0.0177000%
	48	WFB	330
    Canal Apartments	Units	2,400,000.00	2,400,000.00	Interest-only,
    Amortizing Balloon	11,046.79
    	Actual/360	3.7000000%	0.0177000%
	49	CIIICM	Sunny
    Pines MHC	Pads	2,334,000.00	2,334,000.00	Interest-only,
    Amortizing Balloon	11,715.35
    	Actual/360	4.4200000%	0.0177000%
	50	CIIICM	Belle
    Hill Self Storage	Sq.
    Ft.	2,275,000.00	2,275,000.00	Interest-only,
    Amortizing Balloon	11,527.09
    	Actual/360	4.5000000%	0.0177000%
	51	CIIICM	River’s
    Edge MHP	Pads	2,100,000.00	2,100,000.00	Interest-only,
    Amortizing Balloon	10,062.08
    	Actual/360	4.0300000%	0.0177000%
	52	CIIICM	Downtown
    Storage	Sq.
    Ft.	1,775,000.00	1,775,000.00	Interest-only,
    Amortizing Balloon	8,846.62
    	Actual/360	4.3600000%	0.0177000%
	53	CIIICM	Sunset
    Village MHP	Pads	1,652,000.00	1,647,847.19	Amortizing
    Balloon	8,370.44
    	Actual/360	4.5000000%	0.0177000%
	54	CIIICM	Nautilus
    MHP	Pads	1,565,000.00	1,561,144.53	Amortizing
    Balloon	8,022.88
    	Actual/360	4.6000000%	0.0177000%
	55	CIIICM	Grand
    Villa MHP	Pads	1,365,000.00	1,363,354.84	Amortizing
    Balloon	6,875.76
    	Actual/360	4.4500000%	0.0177000%
	56	WFB	WAG
    Cape Carteret	Sq.
    Ft.	1,300,000.00	1,297,753.99	Amortizing
    Balloon	7,115.59
    	Actual/360	4.3500000%	0.0177000%
	57	LCF	Dollar
    General Chillicothe	Sq.
    Ft.	1,019,341.00	1,019,341.00	Interest-only,
    ARD	4,164.32
    	Actual/360	4.8220000%	0.0177000%
	58	LCF	Dollar
    General Poseyville	Sq.
    Ft.	861,914.00	861,914.00	Interest-only,
    ARD	3,725.65
    	Actual/360	5.1020000%	0.0177000%


 


 




    EXH. B - 4 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	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.)
	1	RMF	Equinix
    Data Center	3.2823000%	6	10/6/2029	NAP	NAP	120	119	IO	IO
	2	Barclays	Ceasar’s
    Bay Shopping Center	2.9973000%	6	10/6/2029	NAP	NAP	120	119	IO	IO
	3	RMF	Planet
    Self Storage Portfolio	3.1573000%	6	10/6/2024	NAP	NAP	60	59	IO	IO
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	4.0148000%	11	9/11/2029	NAP	NAP	120	118	360	360
	5	LCF	1000
    Chesterbrook	4.1223000%	6	10/6/2029	NAP	NAP	120	119	IO	IO
	6	WFB	112-118
    West 125th Street	3.6183000%	11	10/11/2029	NAP	NAP	120	119	IO	IO
	7	WFB	600
    & 620 National Avenue	3.6715500%	11	9/11/2029	NAP	NAP	120	118	IO	IO
	8	Barclays	800
    Delaware	3.8123000%	6	10/6/2029	NAP	NAP	120	119	360	360
	9	LCF	Martin
    Brower	4.2523000%	6	10/6/2029	NAP	NAP	120	119	360	360
	10	RMF	Bird
    Creek Crossing	3.9723000%	6	9/6/2029	NAP	NAP	120	118	360	360
	11	LCF	Southern
    California Retail Portfolio	4.0523000%	6	10/6/2029	NAP	NAP	120	119	360	359
	11.01	LCF	Home
    Depot	 	 	 	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	4.3123000%	6	9/6/2029	NAP	NAP	120	118	360	360
	13	RMF	Fortress
    Self Storage	4.2823000%	6	9/6/2029	NAP	NAP	120	118	360	360
	14	Barclays	Glenview
    Corporate Center	3.5823000%	6	9/6/2029	NAP	NAP	120	118	IO	IO
	15	RMF	MHI-Creekside
    Portfolio	4.4823000%	6	10/6/2029	NAP	NAP	120	119	360	360
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	4.0523000%	11	10/11/2029	NAP	NAP	120	119	360	360
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	4.3323000%	6	10/6/2029	NAP	NAP	120	119	IO	IO
	18	RMF	Curry
    Junction	4.1323000%	6	9/6/2029	NAP	NAP	120	118	360	360
	19	Barclays	241
    North Broadway	4.0333000%	6	8/6/2029	NAP	NAP	120	117	360	360
	20	LCF	HGI
    Pascagoula	6.5473000%	6	12/6/2028	NAP	NAP	120	109	300	289
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	4.6653000%	6	7/6/2029	NAP	NAP	120	116	360	360
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	4.3323000%	11	10/11/2029	NAP	NAP	120	119	360	359
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	3.9423000%	6	10/6/2029	NAP	NAP	120	119	360	360
	24	CIIICM	Walgreens
    Brooklyn	4.1323000%	11	9/11/2029	NAP	NAP	120	118	360	360
	25	Barclays	Up
    Valley Inn & Hot Springs	4.4323000%	6	9/6/2029	NAP	NAP	120	118	360	358
	26	CIIICM	Texas
    MHP Portfolio	4.0823000%	11	10/11/2029	NAP	NAP	120	119	360	359
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	4.5823000%	11	8/11/2029	NAP	NAP	120	117	360	360
	28	RMF	Holiday
    Inn Roswell	4.6623000%	6	10/6/2029	NAP	NAP	120	119	300	299


 


 




    EXH. B - 5 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	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.)
	29	WFB	Northrup
    North Business Park	4.3073000%	11	9/11/2029	NAP	NAP	120	118	360	358
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	4.3373000%	6	8/6/2029	NAP	NAP	120	117	360	357
	31	CIIICM	Bank
    Of America Brooklyn	4.2323000%	11	10/11/2029	NAP	NAP	120	119	360	360
	32	WFB	101
    NE 40th Street - FL	4.1823000%	11	10/11/2029	NAP	NAP	120	119	IO	IO
	33	RMF	Courtyard
    Indianapolis South	4.6923000%	6	9/6/2029	NAP	NAP	120	118	360	358
	34	RMF	Albertsons
    Millwood	4.0823000%	6	9/6/2029	NAP	NAP	120	118	IO	IO
	35	WFB	CVS
    & WAG - Texas	3.7823000%	11	9/11/2029	NAP	NAP	120	118	360	358
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	4.2823000%	11	8/11/2029	NAP	NAP	120	117	360	357
	37	CIIICM	Central
    FL MHP Portfolio	4.5823000%	11	10/11/2029	NAP	NAP	120	119	300	299
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	4.1023000%	11	10/11/2029	NAP	NAP	120	119	360	359
	39	Barclays	Mesa
    Retail	4.2323000%	6	8/6/2029	NAP	NAP	120	117	360	360
	40	RMF	Gorham
    Self Storage	4.1823000%	6	9/6/2029	NAP	NAP	120	118	360	360
	41	CIIICM	Cedarhurst
    and Walston MHP	4.5823000%	11	9/11/2029	NAP	NAP	120	118	360	358
	42	CIIICM	Valley
    View MHP	4.3823000%	11	10/11/2029	NAP	NAP	120	119	360	360
	43	CIIICM	Country
    Inn & Suites Warner Robins	4.2323000%	11	9/11/2029	NAP	NAP	120	118	360	358
	44	Barclays	LGE
    & Troy	4.1823000%	6	10/6/2029	NAP	NAP	120	119	360	360
	45	Barclays	ABCD
    Econo Storage	3.8323000%	6	9/6/2029	NAP	NAP	120	118	IO	IO
	46	CIIICM	Tyler
    Street Self Storage	4.4823000%	11	10/11/2029	NAP	NAP	120	119	360	359
	47	WFB	Waters
    Edge Apartments - NV	3.6323000%	11	9/11/2029	NAP	NAP	120	118	360	360
	48	WFB	330
    Canal Apartments	3.6823000%	11	9/11/2029	NAP	NAP	120	118	360	360
	49	CIIICM	Sunny
    Pines MHC	4.4023000%	11	8/11/2029	NAP	NAP	120	117	360	360
	50	CIIICM	Belle
    Hill Self Storage	4.4823000%	11	8/11/2029	NAP	NAP	120	117	360	360
	51	CIIICM	River’s
    Edge MHP	4.0123000%	11	10/11/2029	NAP	NAP	120	119	360	360
	52	CIIICM	Downtown
    Storage	4.3423000%	11	10/11/2029	NAP	NAP	120	119	360	360
	53	CIIICM	Sunset
    Village MHP	4.4823000%	11	9/11/2029	NAP	NAP	120	118	360	358
	54	CIIICM	Nautilus
    MHP	4.5823000%	11	9/11/2029	NAP	NAP	120	118	360	358
	55	CIIICM	Grand
    Villa MHP	4.4323000%	11	10/11/2029	NAP	NAP	120	119	360	359
	56	WFB	WAG
    Cape Carteret	4.3323000%	11	10/11/2029	NAP	NAP	120	119	300	299
	57	LCF	Dollar
    General Chillicothe	4.8043000%	6	10/6/2029	6/6/2034	8.8220%	120	119	IO	IO
	58	LCF	Dollar
    General Poseyville	5.0843000%	6	10/6/2029	4/6/2034	9.1020%	120	119	IO	IO


 


 




    EXH. B - 6 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)	Monthly
    Tax Escrow ($)
	1	RMF	Equinix
    Data Center	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	0
    
	2	Barclays	Ceasar’s
    Bay Shopping Center	NAP	L(25),D(88),O(7)	Leasehold	0	0
    	468,758
    	117,190
    
	3	RMF	Planet
    Self Storage Portfolio	NAP	L(25),D(31),O(4)	Fee	0	73,438
    	370,554
    	58,818
    
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	NAP	L(26),D(90),O(4)	Fee	0	634,445
    	175,007
    	87,504
    
	5	LCF	1000
    Chesterbrook	NAP	L(25),D(92),O(3)	Fee	0	0
    	31,760
    	31,760
    
	6	WFB	112-118
    West 125th Street	NAP	L(25),D(90),O(5)	Fee	0	0
    	104,916
    	34,972
    
	7	WFB	600
    & 620 National Avenue	NAP	L(26),D(89),O(5)	Fee	0	0
    	0
    	0
    
	8	Barclays	800
    Delaware	NAP	L(25),D(88),O(7)	Both	0	85,313
    	69,984
    	69,984
    
	9	LCF	Martin
    Brower	NAP	L(25),D(92),O(3)	Fee	0	11,125
    	0
    	0
    
	10	RMF	Bird
    Creek Crossing	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	0
    subject to one 5 day grace period each year	0
    	0
    	0
    
	11	LCF	Southern
    California Retail Portfolio	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	0	0
    	0
    	0
    
	11.01	LCF	Home
    Depot	 	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	NAP	L(26),D(87),O(7)	Fee	0	235,235
    	72,967
    	14,593
    
	13	RMF	Fortress
    Self Storage	NAP	L(26),D(90),O(4)	Fee	0	0
    	14,355
    	6,836
    
	14	Barclays	Glenview
    Corporate Center	NAP	L(26),D(90),O(4)	Fee	0	0
    	61,715
    	33,086
    
	15	RMF	MHI-Creekside
    Portfolio	NAP	L(25),D(91),O(4)	Fee	0	195,000
    	101,039
    	33,019
    
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	NAP	L(24),GRTR
    1% or YM(92),O(4)	Fee	0	0
    	164,988
    	18,332
    
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	NAP	L(25),D(91),O(4)	Fee	0	0
    	83,152
    	7,559
    
	18	RMF	Curry
    Junction	NAP	L(26),D(90),O(4)	Fee	0	0
    	251,330
    	27,926
    
	19	Barclays	241
    North Broadway	NAP	L(27),D(89),O(4)	Fee	0	0
    	136,318
    	19,474
    
	20	LCF	HGI
    Pascagoula	NAP	L(35),D(82),O(3)	Fee	0	0
    	13,992
    	13,992
    
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	NAP	L(24),GRTR
    1% or YM(92),O(4)	Leasehold	0	0
    	0
    	0
    
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	NAP	L(25),D(92),O(3)	Fee	0	97,325
    	17,747
    	8,873
    
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	NAP	L(24),GRTR
    1% or YM(92),O(4)	Fee	0	10,860
    	116,768
    	11,448
    
	24	CIIICM	Walgreens
    Brooklyn	NAP	L(26),D(91),O(3)	Fee	0	2,813
    	0
    	0
    
	25	Barclays	Up
    Valley Inn & Hot Springs	NAP	L(26),D(90),O(4)	Fee	0	11,866
    	20,186
    	3,364
    
	26	CIIICM	Texas
    MHP Portfolio	NAP	L(25),D(91),O(4)	Fee	0	12,188
    	59,081
    	5,908
    
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	NAP	L(27),D(90),O(3)	Fee	0	1,875
    	13,549
    	2,710
    
	28	RMF	Holiday
    Inn Roswell	NAP	L(25),D(91),O(4)	Fee	0	1,875
    	7,448
    	7,093
    


 


 




    EXH. B - 7 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)	Monthly
    Tax Escrow ($)
	29	WFB	Northrup
    North Business Park	NAP	L(26),D(90),O(4)	Fee	0	0
    	5,557
    	5,557
    
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	NAP	L(27),D(89),O(4)	Fee	0	0
    	144,998
    	14,500
    
	31	CIIICM	Bank
    Of America Brooklyn	NAP	L(25),D(92),O(3)	Fee	0	1,500
    	56,481
    	14,120
    
	32	WFB	101
    NE 40th Street - FL	NAP	L(25),D(88),O(7)	Fee	0	0
    	0
    	0
    
	33	RMF	Courtyard
    Indianapolis South	NAP	L(26),D(90),O(4)	Fee	0	0
    	0
    	15,424
    
	34	RMF	Albertsons
    Millwood	NAP	L(26),D(90),O(4)	Fee	0	0
    	0
    	0
    
	35	WFB	CVS
    & WAG - Texas	NAP	L(26),D(90),O(4)	Fee	0	0
    	0
    	0
    
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	NAP	L(27),D(90),O(3)	Fee	0	0
    	52,269
    	6,534
    
	37	CIIICM	Central
    FL MHP Portfolio	NAP	L(25),D(92),O(3)	Fee	0	199,861
    	78,463
    	7,133
    
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	NAP	L(25),D(92),O(3)	Fee	0	0
    	1,710
    	1,710
    
	39	Barclays	Mesa
    Retail	NAP	L(27),D(89),O(4)	Fee	0	0
    	18,794
    	3,132
    
	40	RMF	Gorham
    Self Storage	NAP	L(26),D(90),O(4)	Fee	0	0
    	13,337
    	2,540
    
	41	CIIICM	Cedarhurst
    and Walston MHP	NAP	L(26),GRTR
    1% or YM(91),O(3)	Fee	0	32,955
    	5,378
    	2,689
    
	42	CIIICM	Valley
    View MHP	NAP	L(25),D(92),O(3)	Fee	0	17,500
    	4,999
    	2,500
    
	43	CIIICM	Country
    Inn & Suites Warner Robins	NAP	L(26),D(91),O(3)	Fee	0	0
    	32,951
    	3,295
    
	44	Barclays	LGE
    & Troy	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	0
    
	45	Barclays	ABCD
    Econo Storage	NAP	L(26),D(90),O(4)	Fee	0	0
    	28,640
    	2,604
    
	46	CIIICM	Tyler
    Street Self Storage	NAP	L(25),D(92),O(3)	Fee	0	6,375
    	10,407
    	3,469
    
	47	WFB	Waters
    Edge Apartments - NV	NAP	L(26),GRTR
    1% or YM or D(87),O(7)	Fee	0	0
    	0
    	0
    
	48	WFB	330
    Canal Apartments	NAP	L(26),GRTR
    1% or YM or D(87),O(7)	Fee	0	0
    	0
    	0
    
	49	CIIICM	Sunny
    Pines MHC	NAP	L(27),D(90),O(3)	Fee	0	24,680
    	19,134
    	3,189
    
	50	CIIICM	Belle
    Hill Self Storage	NAP	L(27),D(90),O(3)	Fee	0	4,819
    	5,041
    	2,520
    
	51	CIIICM	River’s
    Edge MHP	NAP	L(25),GRTR
    1% or YM(89),O(6)	Fee	0	18,750
    	15,398
    	3,080
    
	52	CIIICM	Downtown
    Storage	NAP	L(25),D(92),O(3)	Fee	0	0
    	33,807
    	3,381
    
	53	CIIICM	Sunset
    Village MHP	NAP	L(26),GRTR
    1% or YM(91),O(3)	Fee	0	25,250
    	1,831
    	458
    
	54	CIIICM	Nautilus
    MHP	NAP	L(26),D(91),O(3)	Fee	0	21,563
    	36,756
    	3,676
    
	55	CIIICM	Grand
    Villa MHP	NAP	L(25),D(92),O(3)	Fee	0	21,750
    	9,890
    	899
    
	56	WFB	WAG
    Cape Carteret	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	0
    
	57	LCF	Dollar
    General Chillicothe	NAP	YM(25),YM
    or D(88),O(7)	Fee	0	0
    	4,000
    	333
    
	58	LCF	Dollar
    General Poseyville	NAP	YM(25),YM
    or D(88),O(7)	Fee	0	0
    	4,000
    	333
    


 


 




    EXH. B - 8 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)
	1	RMF	Equinix
    Data Center	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	2	Barclays	Ceasar’s
    Bay Shopping Center	Cash	NAP	761,458
    	76,620
    	Cash	NAP	1,000,000
    
	3	RMF	Planet
    Self Storage Portfolio	Cash	NAP	7,162
    	3,410
    	Cash	NAP	0
    
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	5	LCF	1000
    Chesterbrook	Cash	NAP	0
    	6,337
    	Cash	NAP	140,350
    
	6	WFB	112-118
    West 125th Street	Cash	NAP	1,934
    	967
    	Cash	NAP	0
    
	7	WFB	600
    & 620 National Avenue	NAP	NAP	0
    	0
    	NAP	NAP	75,532
    
	8	Barclays	800
    Delaware	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	9	LCF	Martin
    Brower	NAP	NAP	4,321
    	1,440
    	Cash	NAP	0
    
	10	RMF	Bird
    Creek Crossing	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	11	LCF	Southern
    California Retail Portfolio	NAP	NAP	901
    	451
    	Cash	NAP	0
    
	11.01	LCF	Home
    Depot	 	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	13	RMF	Fortress
    Self Storage	Cash	NAP	37,442
    	17,829
    	Cash	NAP	0
    
	14	Barclays	Glenview
    Corporate Center	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	15	RMF	MHI-Creekside
    Portfolio	Cash	NAP	19,317
    	4,735
    	Cash	NAP	0
    
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	18	RMF	Curry
    Junction	Cash	NAP	0
    	0
    	NAP	NAP	800,000
    
	19	Barclays	241
    North Broadway	Cash	NAP	0
    	0
    	NAP	NAP	800,000
    
	20	LCF	HGI
    Pascagoula	Cash	NAP	51,838
    	4,713
    	Cash	NAP	0
    
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	Cash	NAP	3,655
    	1,828
    	Cash	NAP	1,275
    
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	Cash	NAP	49,885
    	6,113
    	Cash	NAP	0
    
	24	CIIICM	Walgreens
    Brooklyn	NAP	NAP	0
    	0
    	NAP	NAP	158
    
	25	Barclays	Up
    Valley Inn & Hot Springs	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	26	CIIICM	Texas
    MHP Portfolio	Cash	NAP	5,323
    	1,774
    	Cash	NAP	1,388
    
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	Cash	NAP	1,999
    	999
    	Cash	NAP	1,150
    
	28	RMF	Holiday
    Inn Roswell	Cash	NAP	41,272
    	3,573
    	Cash	NAP	200,000
    


 


 




    EXH. B - 9 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)
	29	WFB	Northrup
    North Business Park	Cash	NAP	9,031
    	821
    	Cash	NAP	35,560
    
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	31	CIIICM	Bank
    Of America Brooklyn	Cash	NAP	502
    	502
    	Cash	NAP	185
    
	32	WFB	101
    NE 40th Street - FL	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	33	RMF	Courtyard
    Indianapolis South	Cash	NAP	13,084
    	1,133
    	Cash	NAP	0
    
	34	RMF	Albertsons
    Millwood	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	35	WFB	CVS
    & WAG - Texas	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	Cash	NAP	2,448
    	408
    	Cash	NAP	759
    
	37	CIIICM	Central
    FL MHP Portfolio	Cash	NAP	5,220
    	2,610
    	Cash	NAP	775
    
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	Cash	NAP	4,786
    	798
    	Cash	NAP	417
    
	39	Barclays	Mesa
    Retail	Cash	NAP	746
    	373
    	Cash	NAP	0
    
	40	RMF	Gorham
    Self Storage	Cash	NAP	582
    	277
    	Cash	NAP	0
    
	41	CIIICM	Cedarhurst
    and Walston MHP	Cash	NAP	7,029
    	639
    	Cash	NAP	750
    
	42	CIIICM	Valley
    View MHP	Cash	NAP	9,317
    	932
    	Cash	NAP	10,000
    
	43	CIIICM	Country
    Inn & Suites Warner Robins	Cash	NAP	13,559
    	3,390
    	Cash	NAP	5,124
    
	44	Barclays	LGE
    & Troy	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	45	Barclays	ABCD
    Econo Storage	Cash	NAP	2,128
    	1,064
    	Cash	NAP	0
    
	46	CIIICM	Tyler
    Street Self Storage	Cash	NAP	5,878
    	840
    	Cash	NAP	520
    
	47	WFB	Waters
    Edge Apartments - NV	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	48	WFB	330
    Canal Apartments	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	49	CIIICM	Sunny
    Pines MHC	Cash	NAP	1,244
    	622
    	Cash	NAP	10,000
    
	50	CIIICM	Belle
    Hill Self Storage	Cash	NAP	894
    	447
    	Cash	NAP	355
    
	51	CIIICM	River’s
    Edge MHP	Cash	NAP	999
    	999
    	Cash	NAP	242
    
	52	CIIICM	Downtown
    Storage	Cash	NAP	3,682
    	526
    	Cash	NAP	294
    
	53	CIIICM	Sunset
    Village MHP	Cash	NAP	1,229
    	307
    	Cash	NAP	233
    
	54	CIIICM	Nautilus
    MHP	Cash	NAP	5,495
    	916
    	Cash	NAP	417
    
	55	CIIICM	Grand
    Villa MHP	Cash	NAP	877
    	438
    	Cash	NAP	283
    
	56	WFB	WAG
    Cape Carteret	NAP	NAP	0
    	0
    	NAP	NAP	0
    
	57	LCF	Dollar
    General Chillicothe	Cash	NAP	0
    	0
    	NAP	NAP	0
    
	58	LCF	Dollar
    General Poseyville	Cash	NAP	0
    	0
    	NAP	NAP	0
    


 


 




    EXH. B - 10 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	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	RMF	Equinix
    Data Center	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	2	Barclays	Ceasar’s
    Bay Shopping Center	0
    	0
    	Cash	NAP	0
    	0
    	0
    
	3	RMF	Planet
    Self Storage Portfolio	5,333
    	0
    	Cash	NAP	0
    	0
    	0
    
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	4,537
    	0
    	Cash	NAP	0
    	21,553
    	1,000,000
    
	5	LCF	1000
    Chesterbrook	2,874
    	0
    	Cash	NAP	1,474,543
    	10,058
    	0
    
	6	WFB	112-118
    West 125th Street	534
    	0
    	Cash	NAP	0
    	0
    	0
    
	7	WFB	600
    & 620 National Avenue	3,147
    	75,532
    	Cash	NAP	12,085,120
    	0
    	0
    
	8	Barclays	800
    Delaware	4,670
    	0
    	Cash	NAP	0
    	23,349
    	0
    
	9	LCF	Martin
    Brower	1,911
    	0
    	Cash	NAP	0
    	6,369
    	0
    
	10	RMF	Bird
    Creek Crossing	0
    	0
    	NAP	NAP	0
    	0
    	324,853
    
	11	LCF	Southern
    California Retail Portfolio	1,502
    	0
    	Cash	NAP	0
    	6,511
    	0
    
	11.01	LCF	Home
    Depot	 	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	18,063
    	0
    	Cash	NAP	0
    	0
    	0
    
	13	RMF	Fortress
    Self Storage	1,441
    	0
    	Cash	NAP	0
    	0
    	0
    
	14	Barclays	Glenview
    Corporate Center	3,231
    	0
    	Cash	NAP	0
    	18,359
    	660,916
    
	15	RMF	MHI-Creekside
    Portfolio	3,929
    	200,000
    	Cash	NAP	500,000
    	9,822
    	500,000
    
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	15,861
    	800,000
    	Cash	NAP	0
    	0
    	0
    
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	130
    	4,669
    	Cash	NAP	0
    	865
    	51,875
    
	18	RMF	Curry
    Junction	4,750
    	0
    	Cash	NAP	0
    	0
    	0
    
	19	Barclays	241
    North Broadway	1,333
    	0
    	Cash	NAP	100,000
    	6,663
    	399,800
    
	20	LCF	HGI
    Pascagoula	1/12th
    of 4% of Total Revenue	0
    	Cash	NAP	0
    	0
    	0
    
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	0
    	0
    	NAP	NAP	0
    	0
    	703,088
    
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	1,275
    	0
    	Cash	NAP	0
    	0
    	0
    
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	3,792
    	0
    	Cash	NAP	0
    	0
    	0
    
	24	CIIICM	Walgreens
    Brooklyn	158
    	0
    	Cash	NAP	0
    	0
    	0
    
	25	Barclays	Up
    Valley Inn & Hot Springs	4,413
    	0
    	Cash	NAP	0
    	0
    	0
    
	26	CIIICM	Texas
    MHP Portfolio	1,388
    	0
    	Cash	NAP	0
    	0
    	0
    
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	1,150
    	0
    	Cash	NAP	0
    	0
    	0
    
	28	RMF	Holiday
    Inn Roswell	9,177
    	0
    	Cash	NAP	0
    	0
    	0
    


 


 




    EXH. B - 11 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	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 ($)
	29	WFB	Northrup
    North Business Park	296
    	10,000
    	Cash	NAP	150,000
    	2,311
    	150,000
    
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	13,900
    	0
    	Cash	NAP	0
    	0
    	0
    
	31	CIIICM	Bank
    Of America Brooklyn	185
    	0
    	Cash	NAP	0
    	0
    	0
    
	32	WFB	101
    NE 40th Street - FL	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	33	RMF	Courtyard
    Indianapolis South	8,277
    	0
    	Cash	NAP	0
    	0
    	0
    
	34	RMF	Albertsons
    Millwood	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	35	WFB	CVS
    & WAG - Texas	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	759
    	0
    	Cash	NAP	0
    	0
    	0
    
	37	CIIICM	Central
    FL MHP Portfolio	775
    	0
    	Cash	NAP	0
    	0
    	0
    
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	417
    	0
    	Cash	NAP	0
    	0
    	0
    
	39	Barclays	Mesa
    Retail	115
    	0
    	Cash	NAP	0
    	1,150
    	0
    
	40	RMF	Gorham
    Self Storage	588
    	0
    	Cash	NAP	0
    	0
    	0
    
	41	CIIICM	Cedarhurst
    and Walston MHP	750
    	0
    	Cash	NAP	0
    	0
    	0
    
	42	CIIICM	Valley
    View MHP	429
    	0
    	Cash	NAP	0
    	0
    	0
    
	43	CIIICM	Country
    Inn & Suites Warner Robins	5,124
    	0
    	Cash	NAP	0
    	0
    	0
    
	44	Barclays	LGE
    & Troy	0
    	0
    	NAP	NAP	0
    	1,013
    	60,760
    
	45	Barclays	ABCD
    Econo Storage	443
    	26,568
    	Cash	NAP	0
    	0
    	0
    
	46	CIIICM	Tyler
    Street Self Storage	520
    	24,945
    	Cash	NAP	0
    	0
    	0
    
	47	WFB	Waters
    Edge Apartments - NV	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	48	WFB	330
    Canal Apartments	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	49	CIIICM	Sunny
    Pines MHC	242
    	0
    	Cash	NAP	0
    	0
    	0
    
	50	CIIICM	Belle
    Hill Self Storage	355
    	0
    	Cash	NAP	0
    	0
    	0
    
	51	CIIICM	River’s
    Edge MHP	242
    	0
    	Cash	NAP	0
    	0
    	0
    
	52	CIIICM	Downtown
    Storage	294
    	10,590
    	Cash	NAP	0
    	0
    	0
    
	53	CIIICM	Sunset
    Village MHP	233
    	0
    	Cash	NAP	0
    	0
    	0
    
	54	CIIICM	Nautilus
    MHP	417
    	0
    	Cash	NAP	0
    	0
    	0
    
	55	CIIICM	Grand
    Villa MHP	283
    	0
    	Cash	NAP	0
    	0
    	0
    
	56	WFB	WAG
    Cape Carteret	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	57	LCF	Dollar
    General Chillicothe	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	58	LCF	Dollar
    General Poseyville	0
    	0
    	NAP	NAP	0
    	0
    	0
    


 


 




    EXH. B - 12 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	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
	1	RMF	Equinix
    Data Center	NAP	NAP	0
    	0
    	NAP
	2	Barclays	Ceasar’s
    Bay Shopping Center	NAP	NAP	0
    	0
    	NAP
	3	RMF	Planet
    Self Storage Portfolio	NAP	NAP	0
    	0
    	NAP
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 
	4	WFB	777
    East Eisenhower	Cash	NAP	0
    	0
    	NAP
	5	LCF	1000
    Chesterbrook	Cash	NAP	0
    	0
    	NAP
	6	WFB	112-118
    West 125th Street	NAP	NAP	0
    	0
    	NAP
	7	WFB	600
    & 620 National Avenue	Cash	NAP	0
    	0
    	NAP
	8	Barclays	800
    Delaware	Cash	NAP	0
    	0
    	NAP
	9	LCF	Martin
    Brower	Cash	NAP	0
    	0
    	NAP
	10	RMF	Bird
    Creek Crossing	NAP	NAP	0
    	0
    	NAP
	11	LCF	Southern
    California Retail Portfolio	Cash	NAP	0
    	0
    	NAP
	11.01	LCF	Home
    Depot	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	NAP	NAP	0
    	0
    	NAP
	13	RMF	Fortress
    Self Storage	NAP	NAP	0
    	0
    	NAP
	14	Barclays	Glenview
    Corporate Center	Cash	NAP	0
    	0
    	NAP
	15	RMF	MHI-Creekside
    Portfolio	Cash	NAP	0
    	0
    	NAP
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	NAP	NAP	0
    	0
    	NAP
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	Cash	NAP	0
    	0
    	NAP
	18	RMF	Curry
    Junction	NAP	NAP	0
    	0
    	NAP
	19	Barclays	241
    North Broadway	Cash	NAP	0
    	0
    	NAP
	20	LCF	HGI
    Pascagoula	NAP	NAP	0
    	0
    	NAP
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	NAP	NAP	0
    	0
    	NAP
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	NAP	NAP	0
    	0
    	NAP
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	NAP	NAP	0
    	0
    	NAP
	24	CIIICM	Walgreens
    Brooklyn	NAP	NAP	0
    	0
    	NAP
	25	Barclays	Up
    Valley Inn & Hot Springs	NAP	NAP	0
    	0
    	NAP
	26	CIIICM	Texas
    MHP Portfolio	NAP	NAP	0
    	0
    	NAP
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	NAP	NAP	0
    	0
    	NAP
	28	RMF	Holiday
    Inn Roswell	NAP	NAP	0
    	0
    	NAP


 


 




    EXH. B - 13 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	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
	29	WFB	Northrup
    North Business Park	Cash	NAP	0
    	0
    	NAP
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	NAP	NAP	0
    	0
    	NAP
	31	CIIICM	Bank
    Of America Brooklyn	NAP	NAP	0
    	0
    	NAP
	32	WFB	101
    NE 40th Street - FL	NAP	NAP	0
    	0
    	NAP
	33	RMF	Courtyard
    Indianapolis South	NAP	NAP	0
    	0
    	NAP
	34	RMF	Albertsons
    Millwood	NAP	NAP	0
    	0
    	NAP
	35	WFB	CVS
    & WAG - Texas	NAP	NAP	0
    	0
    	NAP
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	NAP	NAP	0
    	0
    	NAP
	37	CIIICM	Central
    FL MHP Portfolio	NAP	NAP	0
    	0
    	NAP
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	NAP	NAP	0
    	0
    	NAP
	39	Barclays	Mesa
    Retail	Cash	NAP	0
    	0
    	NAP
	40	RMF	Gorham
    Self Storage	NAP	NAP	0
    	0
    	NAP
	41	CIIICM	Cedarhurst
    and Walston MHP	NAP	NAP	0
    	0
    	NAP
	42	CIIICM	Valley
    View MHP	NAP	NAP	0
    	0
    	NAP
	43	CIIICM	Country
    Inn & Suites Warner Robins	NAP	NAP	0
    	0
    	NAP
	44	Barclays	LGE
    & Troy	Cash	NAP	0
    	0
    	NAP
	45	Barclays	ABCD
    Econo Storage	NAP	NAP	0
    	0
    	NAP
	46	CIIICM	Tyler
    Street Self Storage	NAP	NAP	0
    	0
    	NAP
	47	WFB	Waters
    Edge Apartments - NV	NAP	NAP	0
    	0
    	NAP
	48	WFB	330
    Canal Apartments	NAP	NAP	0
    	0
    	NAP
	49	CIIICM	Sunny
    Pines MHC	NAP	NAP	0
    	0
    	NAP
	50	CIIICM	Belle
    Hill Self Storage	NAP	NAP	0
    	0
    	NAP
	51	CIIICM	River’s
    Edge MHP	NAP	NAP	0
    	0
    	NAP
	52	CIIICM	Downtown
    Storage	NAP	NAP	0
    	0
    	NAP
	53	CIIICM	Sunset
    Village MHP	NAP	NAP	0
    	0
    	NAP
	54	CIIICM	Nautilus
    MHP	NAP	NAP	0
    	0
    	NAP
	55	CIIICM	Grand
    Villa MHP	NAP	NAP	0
    	0
    	NAP
	56	WFB	WAG
    Cape Carteret	NAP	NAP	0
    	0
    	NAP
	57	LCF	Dollar
    General Chillicothe	NAP	NAP	0
    	0
    	NAP
	58	LCF	Dollar
    General Poseyville	NAP	NAP	0
    	0
    	NAP


 


 




    EXH. B - 14 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	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
	1	RMF	Equinix
    Data Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	2	Barclays	Ceasar’s
    Bay Shopping Center	NAP	Piling
    Work Reserve ($6,000,000.00); Target Free Rent Reserve ($4,567,700.00); Outstanding TI/LC Reserve ($2,511,385.00)	13,079,085
    	0
    	0
    	Cash	NAP
	3	RMF	Planet
    Self Storage Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	NAP	Rent
    Concession Reserve	1,979,394
    	0
    	0
    	Cash	NAP
	5	LCF	1000
    Chesterbrook	NAP	Free
    Rent Reserve	394,423
    	0
    	0
    	Cash	NAP
	6	WFB	112-118
    West 125th Street	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	7	WFB	600
    & 620 National Avenue	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	8	Barclays	800
    Delaware	NAP	ADP
    Rent Abatement Reserve	11,611
    	0
    	0
    	Cash	NAP
	9	LCF	Martin
    Brower	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	10	RMF	Bird
    Creek Crossing	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	11	LCF	Southern
    California Retail Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	11.01	LCF	Home
    Depot	 	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	NAP	PIP
    Holdback	2,898,765
    	0
    	0
    	Cash	NAP
	13	RMF	Fortress
    Self Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	14	Barclays	Glenview
    Corporate Center	NAP	Outstanding
    TI/LC	1,239,305
    	0
    	0
    	Cash	NAP
	15	RMF	MHI-Creekside
    Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	NAP	PIP
    Reserve	0
    	0
    	0
    	NAP	NAP
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	NAP	Condominium
    Assessment Reserve	0
    	0
    	0
    	NAP	NAP
	18	RMF	Curry
    Junction	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	19	Barclays	241
    North Broadway	NAP	Outstanding
    TI/LC	31,278
    	0
    	0
    	Cash	NAP
	20	LCF	HGI
    Pascagoula	NAP	Upfront
    Seasonality Reserve	35,000
    	0
    	50,000
    	Cash	NAP
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	NAP	WWTP
    Reserve	1,000,000
    	0
    	0
    	Cash	NAP
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	24	CIIICM	Walgreens
    Brooklyn	NAP	Judgement
    Reserve	1,500
    	0
    	0
    	Cash	NAP
	25	Barclays	Up
    Valley Inn & Hot Springs	NAP	Seasonality
    Reserve	161,000
    	0
    	0
    	Cash	NAP
	26	CIIICM	Texas
    MHP Portfolio	NAP	Holdback
    Reserve	1,000,000
    	0
    	0
    	Cash	NAP
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	NAP	Utility
    Upgrade Reserve	10,000
    	0
    	0
    	Cash	NAP
	28	RMF	Holiday
    Inn Roswell	NAP	NAP	0
    	0
    	0
    	NAP	NAP


 


 




    EXH. B - 15 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	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
	29	WFB	Northrup
    North Business Park	NAP	Rent
    Concession Reserve	9,883
    	0
    	0
    	Cash	NAP
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	NAP	PIP
    Reserve	0
    	0
    	0
    	NAP	NAP
	31	CIIICM	Bank
    Of America Brooklyn	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	32	WFB	101
    NE 40th Street - FL	NAP	Upfront
    Reserve	500,000
    	0
    	0
    	Cash	NAP
	33	RMF	Courtyard
    Indianapolis South	NAP	PIP
    Reserve	450,798
    	0
    	0
    	Cash	NAP
	34	RMF	Albertsons
    Millwood	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	35	WFB	CVS
    & WAG - Texas	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	37	CIIICM	Central
    FL MHP Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	39	Barclays	Mesa
    Retail	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	40	RMF	Gorham
    Self Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	41	CIIICM	Cedarhurst
    and Walston MHP	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	42	CIIICM	Valley
    View MHP	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	43	CIIICM	Country
    Inn & Suites Warner Robins	NAP	TV
    Upgrade Reserve	8,250
    	0
    	0
    	Cash	NAP
	44	Barclays	LGE
    & Troy	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	45	Barclays	ABCD
    Econo Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	46	CIIICM	Tyler
    Street Self Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	47	WFB	Waters
    Edge Apartments - NV	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	48	WFB	330
    Canal Apartments	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	49	CIIICM	Sunny
    Pines MHC	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	50	CIIICM	Belle
    Hill Self Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	51	CIIICM	River’s
    Edge MHP	NAP	Rent
    Reserve	13,200
    	0
    	0
    	Cash	NAP
	52	CIIICM	Downtown
    Storage	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	53	CIIICM	Sunset
    Village MHP	NAP	General
    Utility Reserve	7,200
    	0
    	0
    	Cash	NAP
	54	CIIICM	Nautilus
    MHP	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	55	CIIICM	Grand
    Villa MHP	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	56	WFB	WAG
    Cape Carteret	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	57	LCF	Dollar
    General Chillicothe	NAP	NAP	0
    	0
    	0
    	NAP	NAP
	58	LCF	Dollar
    General Poseyville	NAP	NAP	0
    	0
    	0
    	NAP	NAP


 


 




    EXH. B - 16 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback
	1	RMF	Equinix
    Data Center	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	2	Barclays	Ceasar’s
    Bay Shopping Center	Ground
    Rent Reserve	0
    	60,683
    	0
    	Cash	NAP	NAP
	3	RMF	Planet
    Self Storage Portfolio	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 	 	 	 
	4	WFB	777
    East Eisenhower	Existing
    TI/LC Reserve	4,646,043
    	0
    	0
    	Cash	NAP	NAP
	5	LCF	1000
    Chesterbrook	Envestnet
    Refurbishment Allowance	109,650
    	0
    	0
    	Cash	NAP	NAP
	6	WFB	112-118
    West 125th Street	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	7	WFB	600
    & 620 National Avenue	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	8	Barclays	800
    Delaware	CapOne
    Upfront Rollover Reserve ($5,600); Heckler Upfront Rollover Reserve ($63,000)	68,600
    	0
    	0
    	Cash	NAP	NAP
	9	LCF	Martin
    Brower	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	10	RMF	Bird
    Creek Crossing	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	11	LCF	Southern
    California Retail Portfolio	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	11.01	LCF	Home
    Depot	 	 	 	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	13	RMF	Fortress
    Self Storage	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	14	Barclays	Glenview
    Corporate Center	Free
    Rent	599,351
    	0
    	0
    	Cash	NAP	NAP
	15	RMF	MHI-Creekside
    Portfolio	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	18	RMF	Curry
    Junction	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	19	Barclays	241
    North Broadway	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	20	LCF	HGI
    Pascagoula	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	Tax
    Lien Reserve	32,256
    	0
    	0
    	Cash	NAP	NAP
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	24	CIIICM	Walgreens
    Brooklyn	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	25	Barclays	Up
    Valley Inn & Hot Springs	PIP
    Reserve	0
    	0
    	0
    	NAP	NAP	NAP
	26	CIIICM	Texas
    MHP Portfolio	Capital
    Improvement Reserve	70,000
    	0
    	0
    	Cash	NAP	NAP
	26.01	CIIICM	Ashland
    MHC	 	 	 	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	28	RMF	Holiday
    Inn Roswell	NAP	0
    	0
    	0
    	NAP	NAP	NAP


 


 




    EXH. B - 17 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback
	29	WFB	Northrup
    North Business Park	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	31	CIIICM	Bank
    Of America Brooklyn	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	32	WFB	101
    NE 40th Street - FL	Specified
    Tenant Reserve	0
    	0
    	0
    	NAP	NAP	NAP
	33	RMF	Courtyard
    Indianapolis South	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	34	RMF	Albertsons
    Millwood	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	35	WFB	CVS
    & WAG - Texas	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	35.01	WFB	Walgreens
    - Texas	 	 	 	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 	 	 	 
	36	CIIICM	Store
    It All Zapata	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	37	CIIICM	Central
    FL MHP Portfolio	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 	 	 	 
	38	CIIICM	Cactus
    Wren	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	39	Barclays	Mesa
    Retail	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	40	RMF	Gorham
    Self Storage	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	41	CIIICM	Cedarhurst
    and Walston MHP	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	42	CIIICM	Valley
    View MHP	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	43	CIIICM	Country
    Inn & Suites Warner Robins	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	44	Barclays	LGE
    & Troy	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	45	Barclays	ABCD
    Econo Storage	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	46	CIIICM	Tyler
    Street Self Storage	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	47	WFB	Waters
    Edge Apartments - NV	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	48	WFB	330
    Canal Apartments	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	49	CIIICM	Sunny
    Pines MHC	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	50	CIIICM	Belle
    Hill Self Storage	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	51	CIIICM	River’s
    Edge MHP	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	52	CIIICM	Downtown
    Storage	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	53	CIIICM	Sunset
    Village MHP	Discover
    Bank Judgment Reserve	19,251
    	0
    	0
    	Cash	NAP	NAP
	54	CIIICM	Nautilus
    MHP	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	55	CIIICM	Grand
    Villa MHP	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	56	WFB	WAG
    Cape Carteret	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	57	LCF	Dollar
    General Chillicothe	NAP	0
    	0
    	0
    	NAP	NAP	NAP
	58	LCF	Dollar
    General Poseyville	NAP	0
    	0
    	0
    	NAP	NAP	NAP


 


 




    EXH. B - 18 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox	Borrower
    Name
	1	RMF	Equinix
    Data Center	N	 	Hard/Springing
    Cash Management	755
    Secaucus LLC; 800 Secaucus LLC
	2	Barclays	Ceasar’s
    Bay Shopping Center	N	 	Hard/Springing
    Cash Management	CBB
    Venture LLC
	3	RMF	Planet
    Self Storage Portfolio	N	 	Springing	Prime
    Storage Brookfield, LLC; Prime Storage Clinton, LLC; Prime Storage Fairless Hills, LLC; Prime Storage Lindenwold, LLC; Prime
    Storage Newington, LLC; Prime Storage New Milford, LLC; Prime Storage Phillipsburg, LLC; Prime Storage Quakertown, LLC; Prime
    Storage Washington, LLC; Prime Storage Hyde Park, LLC; Prime Storage Somerville, LLC
	3.01	RMF	Prime
    Storage - Somerville	 	 	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 	 	 
	4	WFB	777
    East Eisenhower	N	 	Hard/Upfront
    Cash Management	Sevens
    Associates, LLC
	5	LCF	1000
    Chesterbrook	N	 	Hard/Upfront
    Cash Management	Chesterbrook
    1000 Partners LP
	6	WFB	112-118
    West 125th Street	N	 	Hard/Springing
    Cash Management	Sigfeld
    114 LLC
	7	WFB	600
    & 620 National Avenue	N	 	Hard/Springing
    Cash Management	Preylock
    Mountain View, LLC
	8	Barclays	800
    Delaware	N	 	Springing	DOF
    VI Corporate Plaza, LLC
	9	LCF	Martin
    Brower	N	 	Hard/Upfront
    Cash Management	CAI
    Investments Coatesville, DST
	10	RMF	Bird
    Creek Crossing	N	 	Springing	Bird
    Creek Crossing LLC
	11	LCF	Southern
    California Retail Portfolio	N	 	Hard/Springing
    Cash Management	12131
    Beach Boulevard Owner LLC; 7060 West Sunset Owner LLC
	11.01	LCF	Home
    Depot	 	 	 	 
	11.02	LCF	Ross
    Dress For Less	 	 	 	 
	12	Barclays	DoubleTree
    ABQ	N	 	Hard/Springing
    Cash Management	AWH
    ABQ Hotel, LLC
	13	RMF	Fortress
    Self Storage	N	 	Springing	Prime
    Storage St. Thomas, LLC
	14	Barclays	Glenview
    Corporate Center	N	 	Springing	Glenview
    Equities LLC; Glenview Bernstein LLC; Glenview Palensky LLC; Glenview PB LP
	15	RMF	MHI-Creekside
    Portfolio	N	 	Springing	MHI
    Ohio Commerce Center, LLC; Creekside Offices at Polaris, LLC
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 	 	 
	15.02	RMF	Creekside	 	 	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 	 	 
	15.05	RMF	810
    Science Boulevard	 	 	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	N	 	Springing	Vintel
    Hotel Parkway LLC
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	N	 	Springing	Heafey/Bentley
    Hotel LLC
	18	RMF	Curry
    Junction	N	 	Springing	Eamas
    Curry Junction LLC
	19	Barclays	241
    North Broadway	N	 	Hard/Springing
    Cash Management	241
    MKE Equities LLC
	20	LCF	HGI
    Pascagoula	N	 	Hard/Upfront
    Cash Management	Lafont
    Inn, LLC
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	N	 	Springing	TKG
    Smoke Tree Commons, L.L.C.; TKG Smoke Tree Village, L.L.C.
	21.01	RMF	Smoke
    Tree Commons	 	 	 	 
	21.02	RMF	Smoke
    Tree Village	 	 	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	N	 	Springing	Mobile
    Realty I, LLC; Mobile Realty 2, LLC; Mobile Realty 4, LLC; Mobile Realty 5A, LLC; Mobile Realty 6, LLC
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 	 	 
	23	RMF	Meadows
    Place Seniors Village	N	 	Springing	Rama
    Meadows Village LLC
	24	CIIICM	Walgreens
    Brooklyn	N	 	Hard/Springing
    Cash Management	YEG
    Mgt. LLC; Gypsy Ent LLC; Flatlands Capital LLC
	25	Barclays	Up
    Valley Inn & Hot Springs	N	 	Springing	Comfort
    Property, LLC
	26	CIIICM	Texas
    MHP Portfolio	N	 	Springing	Shortline
    MHP, LLC
	26.01	CIIICM	Ashland
    MHC	 	 	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 	 	 
	27	CIIICM	Lamplighter
    Resort	N	 	Springing	Gaelic
    Real Estate Investments #2, LLC; Dunnottar Castle Real Estate Investments #2, LLC
	28	RMF	Holiday
    Inn Roswell	N	 	Springing	Opulence
    Hospitality, Inc.


 


 




    EXH. B - 19 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox	Borrower
    Name
	29	WFB	Northrup
    North Business Park	N	 	Soft/Springing
    Cash Management	Patton
    Property I LLC
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	N	 	Hard/Springing
    Cash Management	Northsight
    Hospitality, L.C.
	31	CIIICM	Bank
    Of America Brooklyn	N	 	Hard/Springing
    Cash Management	Knasi
    Holdings LLC; Kenari LLC; Lion ENT LLC; 2022 MGT, LLC
	32	WFB	101
    NE 40th Street - FL	N	 	Hard/Springing
    Cash Management	Miami
    DD 101 Blue LLC
	33	RMF	Courtyard
    Indianapolis South	N	 	Springing	INDSP
    Trivedi Hospitality LLC
	34	RMF	Albertsons
    Millwood	N	 	Springing	ASVM,
    LLC
	35	WFB	CVS
    & WAG - Texas	N	 	Springing	Numnix,
    LLC
	35.01	WFB	Walgreens
    - Texas	 	 	 	 
	35.02	WFB	CVS
    - Texas	 	 	 	 
	36	CIIICM	Store
    It All Zapata	N	 	Springing	Store
    It All Zapata LLC
	37	CIIICM	Central
    FL MHP Portfolio	N	 	Springing	Shadow
    Oaks, LLP; BPW Investment Solutions LLP; West Chase LLP; Robins Nest RV Park LP
	37.01	CIIICM	Whispering
    Oaks MHP	 	 	 	 
	37.02	CIIICM	West
    Chase MHP	 	 	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 	 	 
	38	CIIICM	Cactus
    Wren	N	 	Springing	Cactus
    MHP, LLC
	39	Barclays	Mesa
    Retail	N	 	Hard/Springing
    Cash Management	BD
    Desert Mesa Investments, LLC
	40	RMF	Gorham
    Self Storage	N	 	Springing	Prime
    Storage Gorham, LLC
	41	CIIICM	Cedarhurst
    and Walston MHP	N	 	Springing	Cedarhurst
    MHP, LLC; Walston MHP, LLC
	42	CIIICM	Valley
    View MHP	N	 	Springing	VV
    MHP, LLC
	43	CIIICM	Country
    Inn & Suites Warner Robins	N	 	Springing	Hotel
    Solutions, LLC
	44	Barclays	LGE
    & Troy	N	 	Hard/Springing
    Cash Management	Alpharetta
    1 LLC; Alpharetta 2 LLC
	45	Barclays	ABCD
    Econo Storage	N	 	Springing	The
    Storage Group LLC; The Storage Group East, LLC
	46	CIIICM	Tyler
    Street Self Storage	N	 	Springing	Selfstorage
    Property Tyler Street LLC
	47	WFB	Waters
    Edge Apartments - NV	N	 	None	Waters
    Edge, a California Limited Partnership
	48	WFB	330
    Canal Apartments	N	 	None	330
    Canal Street, LP
	49	CIIICM	Sunny
    Pines MHC	N	 	Springing	Bedrock
    Sunny Pines LLC
	50	CIIICM	Belle
    Hill Self Storage	N	 	Springing	Gefen
    Self Storage MD I, LLC
	51	CIIICM	River’s
    Edge MHP	N	 	Springing	Beacon
    Falls MHC, LLC
	52	CIIICM	Downtown
    Storage	N	 	Springing	Copperlion
    1225 Franklin LLC
	53	CIIICM	Sunset
    Village MHP	N	 	Springing	BTC
    World Holdings, LLC
	54	CIIICM	Nautilus
    MHP	N	 	Springing	Nautilus
    Ocala Mobile Home Park, LLC
	55	CIIICM	Grand
    Villa MHP	N	 	Springing	Grand
    Villa MHC, LLC
	56	WFB	WAG
    Cape Carteret	N	 	Springing	Schwarz
    Investment Property LLC
	57	LCF	Dollar
    General Chillicothe	N	 	Hard/Upfront
    Cash Management	LDG
    Chillicothe IL LLC
	58	LCF	Dollar
    General Poseyville	N	 	Hard/Upfront
    Cash Management	LDG
    Poseyville IN LLC


 


 




    EXH. B - 20 


     


    

 

EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Sponsor
    Name	Servicing
    

    Fee Rate
	1	RMF	Equinix
    Data Center	Hartz
    Mountain Industries, Inc.	0.00500%
	2	Barclays	Ceasar’s
    Bay Shopping Center	CBB
    Realty Associates, LLC; Gazit Horizons, Inc.	0.00500%
	3	RMF	Planet
    Self Storage Portfolio	Robert
    Moser	0.00500%
	3.01	RMF	Prime
    Storage - Somerville	 	 
	3.02	RMF	Prime
    Storage - Newington	 	 
	3.03	RMF	Prime
    Storage - Washington	 	 
	3.04	RMF	Prime
    Storage - Brookfield	 	 
	3.05	RMF	Prime
    Storage - Quakertown	 	 
	3.06	RMF	Prime
    Storage - Hyde Park	 	 
	3.07	RMF	Prime
    Storage - Phillipsburg	 	 
	3.08	RMF	Prime
    Storage - New Milford	 	 
	3.09	RMF	Prime
    Storage - Fairless Hills	 	 
	3.10	RMF	Prime
    Storage - Clinton	 	 
	3.11	RMF	Prime
    Storage - Lindenwold	 	 
	4	WFB	777
    East Eisenhower	Jeff
    Hauptman	0.05250%
	5	LCF	1000
    Chesterbrook	Mark
    I. Solomon; Harry Kammerer	0.00500%
	6	WFB	112-118
    West 125th Street	Steven
    Feldman; Irving Feldman; Gary Feldman	0.00500%
	7	WFB	600
    & 620 National Avenue	Farshid
    Steve Shokouhi; Brett Michael Lipman	0.00250%
	8	Barclays	800
    Delaware	DOF
    VI REIT Holdings, LLC	0.02500%
	9	LCF	Martin
    Brower	Christopher
    Beavor	0.00500%
	10	RMF	Bird
    Creek Crossing	E.
    Stanley Kroenke	0.00500%
	11	LCF	Southern
    California Retail Portfolio	Edward
    M. Israel	0.00500%
	11.01	LCF	Home
    Depot	 	 
	11.02	LCF	Ross
    Dress For Less	 	 
	12	Barclays	DoubleTree
    ABQ	AWH
    Partners; Bernard Michael; Chad Cooley; Jonathan Rosenfield; Russ Flicker	0.00500%
	13	RMF	Fortress
    Self Storage	Robert
    Moser	0.00500%
	14	Barclays	Glenview
    Corporate Center	Francis
    J. Greenburger; Time Equities, Inc.	0.00500%
	15	RMF	MHI-Creekside
    Portfolio	Sanjay
    Chandrakant Patel	0.00500%
	15.01	RMF	845
    Claycraft & 1000 Morrison Road	 	 
	15.02	RMF	Creekside	 	 
	15.03	RMF	960-1020
    Claycraft Road	 	 
	15.04	RMF	920-940
    Science Boulevard & 1110 Claycraft Road	 	 
	15.05	RMF	810
    Science Boulevard	 	 
	16	WFB	Hampton
    Inn - Greenville Airport	Sachin
    C. Shanbhag	0.00500%
	17	Barclays	Hilton
    Bentley Beach Retail & Parking	Pierre
    Heafey	0.00500%
	18	RMF	Curry
    Junction	David
    M. Spina; Nicholas R. Espanet; Bradley G. Abbott; Nicholas P. Andromidas; Dustin W. Miles; Douglas D. Ottersberg; Christopher
    I. Coronado	0.00500%
	19	Barclays	241
    North Broadway	William
    D. Felton	0.00500%
	20	LCF	HGI
    Pascagoula	Michael
    G. Wiliams; Roy C. Williams; Morris G. Strickland	0.00500%
	21	RMF	Smoke
    Tree Village and Smoke Tree Commons	E.
    Stanley Kroenke	0.00250%
	21.01	RMF	Smoke
    Tree Commons	 	 
	21.02	RMF	Smoke
    Tree Village	 	 
	22	CIIICM	PA
    & MD MHP Portfolio	J.Herbert
    Fisher Jr.; David Nguyen; Scott Rhoades 	0.00500%
	22.01	CIIICM	Conowingo
    Mobile Home Court	 	 
	22.02	CIIICM	Maybelle
    Manor MHP	 	 
	22.03	CIIICM	Hilltop
    Acres	 	 
	22.04	CIIICM	Haldeman’s
    MHP	 	 
	22.05	CIIICM	J
    C Mobile Court	 	 
	23	RMF	Meadows
    Place Seniors Village	Arun
    Verma	0.00500%
	24	CIIICM	Walgreens
    Brooklyn	Kourosh
    Nasab; Joseph Yeganeh; Arash Merabi	0.00500%
	25	Barclays	Up
    Valley Inn & Hot Springs	Chandrakant
    Patel; Krishna Patel	0.00500%
	26	CIIICM	Texas
    MHP Portfolio	Bryant
    A. Fitts	0.00500%
	26.01	CIIICM	Ashland
    MHC	 	 
	26.02	CIIICM	Coastal
    Oaks Estates	 	 
	26.03	CIIICM	Country
    Aire MHC	 	 
	26.04	CIIICM	Woodlands
    Hills MHP	 	 
	27	CIIICM	Lamplighter
    Resort	Charles
    M. Keith; Charles M. Keith, Trustee of the Keith Family Trust Established February 1, 2010	0.00500%
	28	RMF	Holiday
    Inn Roswell	Dinesh
    Kumar	0.00500%


 


 




    EXH. B - 21 


     


    

 


EXHIBIT
B

MORTGAGE LOAN SCHEDULE


 


	Wells
    Fargo Commercial Mortgage Trust 2019-C53
	MORTGAGE
    LOAN SCHEDULE	 



 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Sponsor
    Name	Servicing
    

    Fee Rate
	29	WFB	Northrup
    North Business Park	Noah
    Patton	0.00500%
	30	Barclays	Holiday
    Inn and Suites - N Scottsdale	Joseph
    C. Knudson	0.00500%
	31	CIIICM	Bank
    Of America Brooklyn	Kourosh
    Nasab; Arash Merabi; Joseph Yeganeh; Ken Heng Hom	0.00500%
	32	WFB	101
    NE 40th Street - FL	Edward
    Gindi	0.00500%
	33	RMF	Courtyard
    Indianapolis South	Nick
    Trivedi; Jon Trivedi	0.00500%
	34	RMF	Albertsons
    Millwood	Mark
    Kooklani	0.00500%
	35	WFB	CVS
    & WAG - Texas	Montgomery
    Sheikhan; Pichaya Sheikhan; Numnix Revocable Trust	0.00500%
	35.01	WFB	Walgreens
    - Texas	 	 
	35.02	WFB	CVS
    - Texas	 	 
	36	CIIICM	Store
    It All Zapata	Daniel
    A. Myers	0.00500%
	37	CIIICM	Central
    FL MHP Portfolio	Nathan
    Whittaker	0.00500%
	37.01	CIIICM	Whispering
    Oaks MHP	 	 
	37.02	CIIICM	West
    Chase MHP	 	 
	37.03	CIIICM	Shadow
    Oaks MHP	 	 
	37.04	CIIICM	Robins
    Nest RV Park	 	 
	38	CIIICM	Cactus
    Wren	Bradley
    P. Dressler	0.00500%
	39	Barclays	Mesa
    Retail	Clarence
    Bosman	0.05500%
	40	RMF	Gorham
    Self Storage	Robert
    Moser	0.00500%
	41	CIIICM	Cedarhurst
    and Walston MHP	Kevin
    Bupp; Charles R. DeHart; Brian A. Spear	0.00500%
	42	CIIICM	Valley
    View MHP	Douglas
    A. Dattilo	0.00500%
	43	CIIICM	Country
    Inn & Suites Warner Robins	Sureshchandra
    Topiwala; Shobhanaben Topiwala	0.00500%
	44	Barclays	LGE
    & Troy	George
    P. Yerby	0.05500%
	45	Barclays	ABCD
    Econo Storage	Weelam
    Awyoung; Chi Sun	0.00500%
	46	CIIICM	Tyler
    Street Self Storage	Paul
    W. Darden	0.00500%
	47	WFB	Waters
    Edge Apartments - NV	Benjamin
    D. Eisler; Shirley E. Eisler; Allen Orwitz; Lea Orwitz; Benjamin D. Eisler and Shirley E. Eisler, as Trustees of the Eisler
    Revocable Trust; Allen Orwitz and Lea Orwitz, as Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts	0.00500%
	48	WFB	330
    Canal Apartments	Benjamin
    D. Eisler; Shirley E. Eisler; Allen Orwitz; Lea Orwitz; Michael Orwitz; Michael B. Eisler; Michael Orwitz, as Trustee of the
    Michael Orwitz Living Trust; Michael B. Eisler, as Trustee of the Michael Bradley Eisler Revocable Trust; Benjamin D. Eisler
    and Shirley E. Eisler, as Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz, as Trustees of the Allen Orwitz
    and Lea Orwitz Revocable Trusts	0.00500%
	49	CIIICM	Sunny
    Pines MHC	Paul
    Gojkovich III; John R. Barber	0.00500%
	50	CIIICM	Belle
    Hill Self Storage	Steven
    Weinstock	0.00500%
	51	CIIICM	River’s
    Edge MHP	Richard
    J. O’Brien	0.00500%
	52	CIIICM	Downtown
    Storage	Matthew
    McCollum; John Pruitt	0.00500%
	53	CIIICM	Sunset
    Village MHP	William
    T. Cushing; Sandra Cushing	0.00500%
	54	CIIICM	Nautilus
    MHP	David
    C. Hess 	0.00500%
	55	CIIICM	Grand
    Villa MHP	Richard
    Sanguinetti; Ryan Wanner	0.00500%
	56	WFB	WAG
    Cape Carteret	Schwarz
    Investment Property LLC	0.00500%
	57	LCF	Dollar
    General Chillicothe	Ladder
    Capital CRE Equity LLC	0.00500%
	58	LCF	Dollar
    General Poseyville	Ladder
    Capital CRE Equity LLC	0.00500%


 


 




    EXH. B - 22 


     


    

 


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 2019-C53
           
[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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53


 

Ladies
and Gentlemen:

 

This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), 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, on behalf of the holders of
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 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.

 



Exhibit C-1



 


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, 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 Registered Certificates (collectively,
the “Prospectus”) (and, with respect

 

 

 



*
          Purchaser must select one of the following two certifications.

 



Exhibit C-2



 


to
Non-Registered Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum related to
such Non-Registered 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 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.




 

 



**
         Each Purchaser must select one of the two alternative certifications.

*** 
      Does not apply to a transfer of Class R Certificates.

 



Exhibit C-3



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to 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]




 

 

 



****
       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



 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 


    Exhibit C-2


     


    
EXHIBIT
D-1

 

FORM
OF TRANSFEREE AFFIDAVIT

FOR
TRANSFERS OF CLASS R CERTIFICATES

 

[Date]

 

Wells
Fargo Bank, National Association, 
            as Certificate Registrar
600
South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota 55479
Attention:  Corporate
Trust Services  (CMBS) –
Wells Fargo Commercial Mortgage Trust 2019-C53
           
[OR OTHER CERTIFICATE REGISTRAR]

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November
1, 2019, 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

 

	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”).

 



Exhibit D-1-1



 


3.            
The Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect
record or beneficial ownership thereof, to a Disqualified Organization.  For the purposes hereof, a Disqualified Organization
is any of the following:  (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other 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;

 



Exhibit D-1-2



 


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

 

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

 

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 corporate income tax 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.

 



Exhibit D-1-3



 


11.         
The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in substantially the same form as this affidavit and agreement.  The Purchaser expressly agrees that it will
not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement is
false.

 

12.          
The Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that
is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor
to remain a Permitted Transferee.

 

13.         
The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by
a Permitted Transferee.

 

14.          
The Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which
provisions is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with
such provisions.

 

15.         
The Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative”
(as defined in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement
and (ii) 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
600
South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota 55479
Attention:  Corporate
Trust Services  (CMBS) –
Wells Fargo Commercial Mortgage Trust 2019-C53


[OR OTHER CERTIFICATE REGISTRAR]

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (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 November 1, 2019 (the “Pooling and Servicing Agreement”), 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.  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

 



Exhibit D-2-1



 


the
Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future.  The Transferor understands that the transfer of the
Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable
for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.

 

	 

	Very
truly yours,


	 

	 

	 


	 

	 

	(Transferor)


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:

	 




 



Exhibit D-2-2



 


EXHIBIT
D-3

 

FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFERS 

OF
RISK RETENTION CERTIFICATES

 

[Date]

 

Wells
Fargo Bank, National Association, 
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention:  Risk Retention
Custody  (CMBS) – 
Wells Fargo Commercial Mortgage
Trust 2019-C53
            [OR OTHER
CERTIFICATE REGISTRAR]

 

Wells
Fargo Bank, National Association,  
            as Retaining Sponsor
c/o
Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127 023
New York, New York 10152
Attention:  A.J. Sfarra

 

Troy
B. Stoddard, Esq.
Wells Fargo Legal Department, D1086-341
550 South Tryon Street, 34th Floor
Charlotte, North Carolina
28202

 

Wells
Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127 023
New York,
New York 10152
Attention:  A.J. Sfarra

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (the “Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2019, 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

 



Exhibit D-3-1



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:

 

1.            
The Purchaser is acquiring $[_____] Certificate Balance of the [Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR] Certificates]
from [_____] (the “Transferor”).

 

2.            
The Purchaser is aware that the Certificate Registrar will not register any transfer of a [Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR]
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 (or is acting on behalf of or using the assets of 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 [Class [G-RR][H-RR][J-RR][K-RR][L-RR] 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 [Class [G-RR][H-RR][J-RR][K-RR][L-RR]
Certificates] and (b) the acquisition of the [Class [G-RR][H-RR][J-RR][K-RR][L-RR] Certificates] will be effected through
Wells Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc. or Drexel Hamilton, LLC, or an
affiliate thereof.

 

4.            
Check one of the following:

 

☐         
The transfer will occur during the 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 [Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR] 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 [Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR]
Certificates], it will remain a Majority-Owned Affiliate.




 

	 

	C.

	The
transfer will comply with all applicable provisions of Regulation RR.




 

☐         
The transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to you, as Certificate Registrar, that:

 

	 

	A.

	The
transfer will comply with all applicable provisions of Regulation RR.




 

☐        
The transfer will occur after the termination of the Transfer Restriction Period and the countersignature of the Retaining Sponsor
is not required.

 



Exhibit D-3-2



 


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

 

IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.

 

	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 

	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 

The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:

 

	 

	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
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 2019-C53
           
[OR OTHER CERTIFICATE REGISTRAR]

 

Wells
Fargo Bank, National Association,  
            as Retaining Sponsor
c/o
Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127 023
New York, New York 10152
Attention:  A.J. Sfarra

 

Troy
B. Stoddard, Esq.
Wells Fargo Legal Department, D1086-341
550 South Tryon Street, 34th Floor
Charlotte, North Carolina
28202

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (the “Certificates”)

 

Ladies
and Gentlemen:

 

This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of a [Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR] Certificate] evidencing $[____] Certificate Balance in such Class. 
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), 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.  All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. 
The Transferor hereby certifies, represents and warrants to you that:

 

1.            
The transfer is in compliance with the Pooling and Servicing Agreement.

 



Exhibit D-4-1



 


2.            
If the Purchaser is (i) a Plan (or is acting on behalf of or using the assets of 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 [Class
[G-RR][H-RR][J-RR][K-RR][L-RR] 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 [Class [G-RR][H-RR][J-RR][K-RR][L-RR] Certificate] and
(b) the acquisition of the [Class [G-RR][H-RR][J-RR][K-RR][L-RR] Certificate] will be effected through Wells Fargo Securities,
LLC, Barclays Capital Inc., Academy Securities, Inc. or Drexel Hamilton, LLC, or an affiliate thereof

 

3.        
Check one of the following:

 

☐         
The transfer will occur during the 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 Transfer Restriction Period and the countersignature of the Retaining Sponsor
is not required.

 

☐         
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 Purchaser Agreement, between Wells Fargo
Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association and KKR CMBS II Aggregator Type 2 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 2019-C53


	 

	 

	 


	 

	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 2019-C53,
Commercial Mortgage Pass-Through Certificates,
Series 2019-C53




 

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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53,
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 November 1, 2019, 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

 



Exhibit E-1



 


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 “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 2019-C53
           
[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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

Ladies
and Gentlemen:

 

The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional
Amount] in the Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53,
Class [G-RR][H-RR][J-RR][K-RR][L-RR] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of
November 1, 2019 (the “Pooling and Servicing Agreement”), 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. 
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 or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA), or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to
a material

 



Exhibit F-1-1



 


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, in the case of a Plan subject to Similar Law, where the
purchase, holding and disposition by such Plan 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 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 Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, any sub-servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar,
the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.

 

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

 

	 

	Very
truly yours,


	 

	 


	 

	[The
Purchaser]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 

Date: 
_________

 



Exhibit F-1-2



 


EXHIBIT
F-2

 

FORM
OF ERISA REPRESENTATION LETTER

REGARDING
CLASS V AND CLASS R CERTIFICATES

 

[Date]

 

Wells
Fargo Bank, National Association, 
            as Certificate Registrar
600
South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, Minnesota 55479
Attention:  Corporate
Trust Services  (CMBS) –
Wells Fargo Commercial Mortgage Trust 2019-C53
           
[OR OTHER CERTIFICATE REGISTRAR]

 

[Transferor]
[______]
[______]
Attention: 
[______]

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

Ladies
and Gentlemen:

 

The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial
Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, [Class V][Class R] Certificates
(the “[Class V][Class R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement
dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.

 

In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code

 



Exhibit F-2-1



 


(“Similar
Law”) (each, a “Plan”), or (b) a person acting on behalf of any such Plan or using the assets of
a Plan (including any entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan
or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA)
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

 



Exhibit G-1



 


 



 


 


	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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	 	 	 	Operating Advisor
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Commercial Mortgage	 	 	 	Wells Fargo Bank, National Association	 	 	 	Midland
                                         Loan Services, a Division of PNC

	 	 	 	Park Bridge Lender Services LLC	 	 	 
	 	 	 	Securities, Inc.	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	Bank, National Association	 	 	 	600 Third Avenue,	 	 	 
	 	 	 	375 Park Avenue	 	 	 	401 S. Tryon Street, 8th Floor



	 	 	 	10851 Mastin Street	 	 	 	40th Floor	 	 	 
	 	 	 	2nd Floor,	 	 	 	Charlotte, NC 28202	 	 	 	Building 82, Suite 300	 	 	 	New York, NY 10016	 	 	 
	 	 	 	New York, NY 10152	 	 	 	 	 	 	 	Overland Park, KS 66210	 	 	 	 	 	 	 
	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Anthony.Sfarra@wellsfargo.com	 	 	 	Contact:	 	 	 	Contact:       Heather
    Wagner	 	 	 	Contact:              David
    Rodgers	 	 	 
	 	 	 	Phone:    (212)
    214-5613	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Phone
    Number:   (913) 253-9570	 	 	 	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	K-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	L-RR	 	 	 	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	 	 
	 	 	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	K-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	L-RR	 	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	 
	 	 	 	 	 	 	 	 	 	 
	 	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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  
    	 	 
	 	 	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  
    	 	 
	 	 	X-D	 	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-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	J-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	K-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	L-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	V	 	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	



Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


     Page 12 of 23


     


    





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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



				 	 
	 	 	 	 	 	 	 	 	 	 	6	-	DPO	 	 	    Foreclosure



	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 14 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C53


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	12/17/19
	Corporate Trust Services	Record Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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 2019-C53, Commercial Mortgage Pass-Through Certificates,
Series 2019-C53” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attention:  CMBS Trustee WFCM 2019-C53, 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 2019-C53

 

	 	Re:	Wells
Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]


 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.

 

This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”).  The Transferor has
requested an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry
Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).

 

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

 

 

 



*
          Select appropriate depository.

 



Exhibit I-1



 


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

 

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

 

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

 

(3)          
no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

 

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

 

We
understand that this certificate is required in connection with certain securities laws of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. 
This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer
and the Initial Purchasers.

 

	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:




 

Dated: 
_______

 

cc: 
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 2019-C53

 

	 	Re:	Wells
Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]


 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  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 2019-C53

 

Re:        
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]

 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  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 Rule 144A and

 

 

 



 *
          Select appropriate depository.

 



Exhibit K-1



 


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 2019-C53

 

	 	Re:	Wells
Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]


 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.

 

[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.

 

We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.

 

 

 



*
          Select, as applicable.

 



Exhibit L-1



 


We
understand that this certificate is required in connection with certain securities laws of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. 
This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master 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 2019-C53

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]

 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  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 2019-C53

 

Re:      
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]

 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  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 2019-C53

 

Re:        
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class [__]

 

Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
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.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.

 

This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of transferor] (the “Transferor”).  The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).

 

In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.

 



Exhibit O-1



 


We
understand that this certificate is required in connection with certain securities laws of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. 
This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master 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)

 

[Date]

 

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Services (CMBS)
Wells Fargo Commercial Mortgage Trust 2019-C53
trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com

 

Re:       Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class Certificates

 

In accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

 

1.           The undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__] Certificates or (b) 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, beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received a copy of the Prospectus.

 

4.           The undersigned is not a Borrower Party.

 

5.           The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement.  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the



Exhibit P-1A-1




 




 

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 2019-C53 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 2019-C53
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 2019-C53 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 2019-C53


	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  WFCM 2019-C53

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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class Certificates

 

In accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:



Exhibit P-1B-1




 




 

1.           The undersigned is either the Directing Certificateholder, the Holder of a majority of the Controlling Class or a Controlling Class Certificateholder.

 

2.           The undersigned has received a copy of the Prospectus.

 

3.           The undersigned is not a Borrower Party.

 

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

 

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



Exhibit P-1B-2




 




 

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 AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)

 

[Date]

 

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attention:  Corporate Trust Services (CMBS)
Wells Fargo Commercial Mortgage Trust 2019-C53
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 2019-C53 Asset Manager

 

Re:       Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class Certificates

 

In accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

 

1.           The undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__] Certificates or (b) 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 2019-C53 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 2019-C53
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 2019-C53 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 2019-C53


	 	 
	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  WFCM 2019-C53

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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class Certificates

 

In accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, 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 or 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



Exhibit P-1D-2




 




 

Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

 

7.         To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

 

8.         The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

 

9.         The undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].

 

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

 

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

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Title:


	
 

	
 

	
Company:


	
 

	
 

	
Phone:






Exhibit P-1D-3




 




 

EXHIBIT P-1E 

 

FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER

 

[Date]

 


	
Wells Fargo Bank, National Association Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina  28202
Attention:  WFCM 2019-C53 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 2019-C53
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 2019-C53 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 2019-C53


	 	 
	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  WFCM 2019-C53

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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, Class Certificates

 

THIS NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C53, 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:



Exhibit P-1E-1




 




 

1.         The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.

 

2.         The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):

 

	
Loan Number

	
ODCR

	
Loan Name

	
Borrower Name


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 




 

[[If applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]

 

3.         As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:

 

	
CUSIP

	
Class

	
Outstanding Certificate Balance

	
Initial Certificate Balance


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 




 

The undersigned is not a Borrower Party with respect to any other Mortgage Loan.

 

4.         Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain 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



Exhibit P-1E-2




 




 

undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

 

5.         The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.

 

6.         The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

 

7.         To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

 

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.



Exhibit P-1E-3




 




 

10.       The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement, requesting termination of access to any Excluded Information.  The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.

 

11.       The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.

 

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

 

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

	
 

	
 


	
 

	
[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated:  _______

cc:  Wells Fargo Commercial Mortgage Securities, Inc.



Exhibit P-1E-4




 




 

EXHIBIT P-1F 

 

FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR

 

[Date]

 

Via:  Email
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Services (CMBS)
Wells Fargo Commercial Mortgage Trust Series 2019-C53
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 2019-C53

 

Re:       Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

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 2019-C53 securitization should be revoked as to such users:

 

	
 


	
 


	
 


	
 




 

4.            The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.

 

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

 

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

	
 

	
 


	
 

	
[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:






Exhibit P-1F-2




 




 

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

 

	By:

	 	 
	 	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 2019-C53 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 2019-C53
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 2019-C53 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 2019-C53


	
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware  19890
Attention:  WFCM 2019-C53

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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

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.



Exhibit P-1G-1




 




 

3.         If the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.

 

4.         [[For Directing Certificateholders other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]

 

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

 

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

 

	
 

	
[Directing Certificateholder]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated:  _______

cc:  Wells Fargo Commercial Mortgage Securities, Inc.



Exhibit P-1G-2




 




 

EXHIBIT P-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 2019-C53

 

Attention:        Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), between 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



Exhibit P-2-3




 




 

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:

 

	
 

	
●

	
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



Exhibit P-2-4




 




 

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.

 

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



Exhibit P-2-5




 




 

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:  Lee Green
E-mail:  wfs.cmbs@wellsfargo.com



Exhibit P-2-6




 




 

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 2019-C53

 

Attention:        Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

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 November 1, 2019 (the “Pooling and Servicing Agreement”), 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, 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, MBS Data LLC 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



Exhibit P-3-1




 




 

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.

 

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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

Ladies and Gentlemen:

 

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, 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.



Exhibit Q-1




 




 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION,


	
 

	
as Custodian


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





    -2-


     


    
 

SCHEDULE A

 

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 2019-C53 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 2019-C53
CMBSTrustee@wilmingtontrust.com

 

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Services WFCM 2019-C53
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 2019-C53 Surveillance Manager 

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


    Exhibit Q-3


     


    
 

[Rialto Mortgage Finance, LLC
590 Madison Avenue, 9th Floor
New York, New York 10022
Attention:  Kenneth M. Gorsuch, Managing Director]

 

[Barclays Capital Real Estate Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Daniel Vinson, Managing Director
Email: daniel.vinson@barclays.com

 

with a copy to:

Barclays Capital Real Estate Inc.
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 28202
Attention:  Wells Fargo Commercial Mortgage Trust 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

with a copy to:

Troy B. Stoddard, Esq.
Wells Fargo Legal Department, D1086-341
550 South Tryon Street, 34th Floor
Charlotte, North Carolina 28202

 

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]

 

[Ladder Capital Finance LLC or Ladder Capital Finance Holdings LLLP
345 Park Avenue, 8th Floor
New York, New York 10154
Attention:  Pamela McCormack


    Exhibit Q-4


     


    
 

with a copy to:

Ladder Capital Finance LLC or Ladder Capital Finance Holdings LLLP
345 Park Avenue, 8th Floor
New York, New York 10154
Attention: Robert Perelman

 

and a copy to:

Ladder Capital Finance LLC or Ladder Capital Finance Holdings LLLP
345 Park Avenue, 8th Floor
New York, New York 10154
Attention: David Traitel

 

with electronic copies to:

 

Pamela McCormack (pamela.mccormack@laddercapital.com)
Robert Perelman (robert.perelman@laddercapital.com)
David Traitel (david.traitel@laddercapital.com)]

 

[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:


    Exhibit Q-5


     


    
 

C-III Commercial Mortgage LLC
717 Fifth Avenue, 18th Floor 
New York, New York 10022 
Attention: Paul Hughson
Facsimile No.: (212) 705-5001]


    Exhibit Q-6


     


    
 

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 2019-C53 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 November 1, 2019 (the “Agreement”), between 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”), 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 and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the 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






Exhibit R-1-3




 




 

	
 

	
c.

	
any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.




 

The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.

 

This appointment is to be construed and interpreted as a limited power of attorney.  The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

 

Solely to the extent that the 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 or in the Agreement.  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.



Exhibit R-1-4




 




 

This limited power of attorney is not intended to extend or limit 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, 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 2019-C53 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 2019-C53


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

	
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
Attention: Executive Vice President – Division Head
Fax Number: (888) 706-3565

 

 

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 November 1, 2019 (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 (13) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the terms of 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 to 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 such 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



Exhibit R-2-1




 




 

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 any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged Property”) to be acquired as REO Property, or conveyance of title to any REO Property.

 

5.           The completion of loan assumption agreements and transfers of interest in borrower entities.

 

6.           The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related promissory note.

 

7.           The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced thereby.

 

8.           The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related promissory note and other loan documents.

 

9.           The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any litigation related to the ownership of any 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 such 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-2-2




 




 

	
 

	
e.

	
the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or the related promissory note;




 

	
 

	
f.

	
the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;




 

	
 

	
g.

	
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;




 

	
 

	
h.

	
the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




 

	
 

	
i.

	
the preparation and execution of such other documents and the performance of such other actions as may be necessary under the terms of the Mortgage 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.          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 





 




Exhibit R-2-3




 




 


	 	 	Mortgage or other security
document in the related Mortgage File or the related Mortgaged Property and other related collateral;


 

	
 

	
b.

	
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;




 

	
 

	
c.

	
any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents; and




 

	
 

	
d.

	
any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities under the Agreement.




 

The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as 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



Exhibit R-2-4




 




 

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 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 or in the Agreement.  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 or limit 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 the related promissory 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 the Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder.  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.

 

IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates 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 2019-C53


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:






Exhibit R-2-5




 





	
 

	
 


	
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


	
Equinix Data Center

	
Note A-2 and A-3

 

Rialto Mortgage Finance, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention:  Andrew Snow

andrew.snow@rialtomortgage.com

 

with a copy to:

 

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: Frank Polverino

Facsimile No: (212) 504-6666

frank.polverino@cwt.com

 


	
Ceasar’s Bay Shopping Center

	
Note A-2

 

Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Sabrina J. Khabie

 


	
Planet Self Storage Portfolio

	
Note A-2 and A-4

 

Rialto Mortgage Finance, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention:  Andrew Snow

andrew.snow@rialtomortgage.com

 

with a copy to:

 

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: Frank Polverino

Facsimile No: (212) 504-6666

frank.polverino@cwt.com

 




 



Exhibit S-1



 


EXHIBIT T 

 

FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN

 

[FOR THE 600 & 620 NATIONAL AVENUE MORTGAGE LOAN AND THE SMOKE TREE VILLAGE AND SMOKE TREE COMMONS 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: UBS 2019-C17 Asset Manager
Email: commercial.servicing@wellsfargo.com

 

with a copy to:

K&L Gates LLP
Hearst Tower, 47th Floor
214 North Tryon Street
Charlotte, North Carolina 28202
Attention: Stacy G. Ackermann
Facsimile Number: (704) 353-3190

 

Rialto Capital Advisors, LLC
200 S. Biscayne Blvd., Suite 3550
Miami, Florida 33131
Attention:  Liat Heller
Facsimile number:  (305) 229-6425
E-mail:  liat.heller@rialtocapital.com

 

with copies to:

Jeff Krasnoff
Facsimile number:  (305) 229-6425
E-mail:  jeff.krasnoff@rialtocapital.com;

Niral Shah
Facsimile number:  (305) 229-6425
E-mail:  niral.shah@rialtocapital.com;

Adam Singer
facsimile number:  (305) 229-6425
E-mail:  adam.singer@rialtocapital.com]

  



Exhibit T-1



 


 


VIA
EMAIL


 


Re:         Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

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 [600 & 620 National Avenue][Smoke Tree Village and Smoke Tree Commons] (the “Subject Whole Loan”) under the UBS 2019-C17 pooling 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 2019-C53 pursuant to that certain Pooling and Servicing Agreement, dated November 1, 2019 (the “2019-C53 Pooling Agreement”) between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “2019-C53 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 “2019-C53 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2019-C53 Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and that the 2019-C53 Trustee is the holder of the Subject Mortgage Loan.

 

The undersigned, as 2019-C53 Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit to the 2019-C53 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the 2019-C53 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 2019-C53 Pooling Agreement) and the Lead PSA.

 

The Subject Mortgage Loan is not a Significant Obligor (as such term is defined in the 2019-C53 Pooling Agreement) under the 2019-C53 Pooling Agreement.

 

Thank you for your attention to this matter.

 



Exhibit T-2




 




 

 

Date:  _____________________

 

	
 

	
Wells Fargo Bank, National Association, as
Certificate Administrator for the Holders of
the Wells Fargo Commercial Mortgage
Trust 2019-C53, Commercial Mortgage
Pass-Through Certificates, Series 2019-C53


	
 

	
 

	
 


	
 

	
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 November 1, 2019 (the “Pooling and Servicing Agreement”), 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.

 

Date:  _________, 20___

 

		Re:	Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through
Certificates, Series 2019-C53


 

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 



 



Exhibit U-1



 


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.

 

(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 

 



Exhibit U-2



 


 

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.

 

(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”).

 

 

 



Exhibit U-3



 


(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.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION
 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 November 1, 2019 (the “Pooling and Servicing Agreement”).
Transaction:  Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53
Operating Advisor:  Park Bridge Lender Services LLC
Special Servicer:  Midland Loan Services, a Division of PNC Bank, National Association
Directing Certificateholder:  KKR Real Estate Credit Opportunity Partners II L.P.

 

	
 

	
I.

	
Population of Mortgage Loans that Were Considered in Compiling this Report




 

	
 

	
1.

	
The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].




 

	
 

	
(a)

	
[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.




 

	
 

	
(b)

	
[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.  This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued.  The Asset Status Reports may not yet be fully implemented.




 

	
 

	
2.

	
Prior to an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if the Special Servicer has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating Advisor.




 

	
 

	
3.

	
After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:




 

	
 

	
(a)

	
with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:




 

 


 



1           This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.  The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

 



Exhibit V-1



 


________________________

 

________________________

 

________________________

  

 (b)        with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect to such recommended action:

 

________________________

 

________________________

 

	
 

	
II.

	
Executive Summary




 

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special Servicer’s reported actions under the Pooling and Servicing Agreement 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 an “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.]

 

	
 

	
●

	
[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]




 

	
 

	
III.

	
List of Items that were Considered in Compiling this Report




 

In rendering the assessment set forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion of the items listed below:

 

	
 

	
1.

	
Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.




 



Exhibit V-2



 


	
 

	
2.

	
Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.




 

	
 

	
3.

	
The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.




 

	
 

	
4.

	
[LIST OTHER REVIEWED INFORMATION].




 

	
 

	
5.

	
[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]




 

NOTE: The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their net present value calculator, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.

 

	
 

	
IV. 

	
Assumptions, Qualifications 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 (i) not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.




 

	
 

	
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




 



Exhibit V-3



 


this assessment have been executed by persons with legal capacity to execute such documents.

 

	
 

	
3.

	
Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan.  The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor 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.  The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.




 

	
 

	
4.

	
The Special Servicer has the legal authority and responsibility to service any Specially Serviced 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 report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.




 

	
 

	
6.

	
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans.  These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc.  The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.




 

	
 

	
7.

	
The Operating Advisor is not empowered to speak with any investors directly.  If the investors have questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s website.




 

	
 

	
8.

	
This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.




 



Exhibit V-4



 


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

 



Exhibit V-5



 


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 2019-C53

 

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 2019-C53
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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53, 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 November 1, 2019 (the “Pooling and Servicing Agreement”), 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, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (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 

 



Exhibit W-1



 


Midland Loan Services, a Division of PNC Bank, National Association, in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].  The following factors support our assessment:  [________].

 

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 2019-C53 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

Ladies and Gentlemen:

 

Reference is hereby made to that certain Pooling and Servicing Agreement dated as of November 1, 2019 (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 or may from time to time request 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.

 



Exhibit X-1



 


[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 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 

 



Exhibit X-2



 


Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.  The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.  The Company shall be liable for any breach of this letter agreement by its Representatives.  Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.

 

If the provisions of this Agreement are breached by the Company or its Representatives, Company agrees to indemnify and hold harmless [Wells Fargo/Midland]  their successors and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed, incurred or suffered by [Wells Fargo/Midland]. Company shall be liable to [Wells Fargo/Midland]  for all court costs, reasonable and out of pocket attorneys’ fees and other expenses incurred by [Wells Fargo/Midland] in enforcing its rights under this Agreement, recovering damages and/or obtaining other appropriate relief.

 

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.

 

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.

 



Exhibit X-3




 




 

	
 

	
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 2019-C53 (the “Exchange Act periodic reports”);




 

	
2.

	
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;




 

	
3.

	
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;




 

	
4.

	
Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and




 

	
5.

	
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report.  Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.




 

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Midland Loan Services, a Division of PNC Bank, National Association, as 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]].

 



Exhibit Y-1



 


	
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 2019-C53 (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 November 1, 2019 (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 Administrator and related




 



Exhibit Z-1-1



 


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 2019-C53 (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 November 1, 2019 (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 Pooling




 



Exhibit Z-2-1



 


and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;

 

	
4.

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




 

	
5.

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




 

[In giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:  [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement.  Solely with respect to the completeness of information and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]

 

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

 

Date:

 

	
 

	
[WELLS FARGO BANK, NATIONAL ASSOCIATION


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:]




 



Exhibit Z-2-2



 


EXHIBIT Z-3 

 

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SPECIAL SERVICER

 

WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53 (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 November 1, 2019 (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;




 



Exhibit Z-3-1



 


	
4.

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




 

	
5.

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




 

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

 

Date:

 

	
 

	
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 2019-C53 (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 November 1, 2019 (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 2019-C53 (the “Trust”)

 

I, [identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement dated as of November 1, 2019 (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 Advisor or any Servicing




 



Exhibit Z-5-1



 


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:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 



Exhibit Z-5-2



 


EXHIBIT Z-6 

 

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CUSTODIAN

 

WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53 (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 November 1, 2019 (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.

 



Exhibit Z-6-1




 




 

Date:

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 



Exhibit Z-6-2



 


EXHIBIT Z-7 

 

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER

 

WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C53 (the “Trust”)

 

I, [identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of November 1, 2019 (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.




 

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

 



Exhibit Z-7-1




 




 

Date:

 

	
 

	
PARK BRIDGE LENDER SERVICES LLC,
as Operating Advisor




 

	
 

	
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)2
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




 


 



2           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 2019-C53 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)


	Item
                                         2: Legal Proceedings:

	●     Master
                                         Servicer (as to itself)




  



Exhibit BB-1




 




  

	Item
                                         on Form 10-D

	Party
                                         Responsible


	 

	 


	●     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 Pooling and Servicing Agreement; provided, however, that for a significant obligor
under item 1101(k)(2) of Regulation AB, only net

	●     Master
                                         Servicer






 



Exhibit BB-2




 




 

 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	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 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)




 



Exhibit BB-3




 




  

	Item
                                         on Form 10-D

	Party
                                         Responsible


	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 information on Form 10-D by means of filing the published report and
answering Item 5 by referencing the published report.

	●     The
                                         applicable party that is the “Party Responsible” with respect to Item 5 as
                                         set forth above.




 



Exhibit BB-4




 




  

	Item
                                         on Form 10-D

	Party
                                         Responsible


	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 2019-C53
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.




 



Exhibit CC-1




 




 

 

	Item
                                         15: Exhibits, Financial Statement Schedules (SEE BELOW)

	SEE
                                         BELOW


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

 

●     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the 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


	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

	●     Master
                                         Servicer




 



Exhibit CC-2




 




 

 

	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”.

	 


	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

 

●     Items
1114(b)(2) and 1115(b) of Regulation AB

	●     Depositor


	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

	●     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




 



Exhibit CC-3




 




 

 

	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,

 

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 2019-C53 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 2019-C53 transaction or the Mortgage Loans between itself (that is, the particular

	●     Trustee

 

●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer 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.




 



Exhibit CC-4




 




 


 

	
“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 “Additional Form 10-K Disclosure”.

	
●     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.


	
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 2019-C53 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,

	
●     Depositor

 

●     Each Mortgage Loan Seller




 



Exhibit CC-5




 





 

	
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 2019-C53 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

	
 


	
Item 15: Exhibits (no. 2):

 

Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	
●     Depositor


	
Item 15: Exhibits (no. 3):

 

Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	
●     Depositor




 



Exhibit CC-6




 




 

 

	
Item 15: Exhibits (no. 4):

 

With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	
●     Trustee

 

●     Certificate Administrator

 

●     Depositor

 

provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

 

provided, further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.

	 
	
Item 15: Exhibits (no. 10):

 

Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	
●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	 
	
Item 15: Exhibits (no. 11):

 

Statement regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

	
●     Not Applicable.

	 
	
Item 15: Exhibits (no. 12):

 

Statement regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

	
●     Not Applicable.

	 
	
Item 15: Exhibits (no. 13):

 

Annual report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

	
●     Not Applicable

	 


 

 



Exhibit CC-7




 




 


 

	
Item 15: Exhibits (no. 14):

 

Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K). 

	
●     Not Applicable


	
Item 15: Exhibits (no. 16):

 

Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	
●     Not Applicable


	
Item 15: Exhibits (no. 18):

 

Letter re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

	
●     Not Applicable.


	
Item 15: Exhibits (no. 21):

 

Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

	
●     Depositor.


	
Item 15: Exhibits (no. 22):

 

Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

	
●     Not Applicable.


	
Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

 

Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

	
●     Depositor


	
Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

 

Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.

	
●     Master Servicer

 

●     Special Servicer

 

●     Depositor

 

●     Any other Servicing Function Participant

 

provided, however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such 




 



Exhibit CC-8




 




 

 

	
 

	
consent only to the extent that such party is 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 of Item 601 of Regulation S-K).

	
●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.




 



Exhibit CC-9




 




 

 

 

	
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-10




 




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 2019-C53 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 




 



Exhibit DD-1




 





 

	
 

	
definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	 
	
Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts

	
●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	 
	
Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts

	
●     Depositor, to the extent of any material agreement not covered in the prior item

	 
	
Item 1.03: Bankruptcy or Receivership

	
●     Depositor

	 
	
Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

	
●     Depositor

 

●     Certificate Administrator

	 


 



Exhibit 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


	
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




 



Exhibit DD-3




 





 

	
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 the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	
●     Depositor


	
Item 9.01(d): Exhibits (no. 24)

 

Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	
●     Certificate Administrator


	
Item 15: Exhibits (no. 99)

 

Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	
●     Not Applicable.




 



Exhibit DD-4




 






 

	
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 2019-C53—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 November 1, 2019 (the “Pooling and Servicing Agreement”), between 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.            
Bernard Financial Corporation

 

2.            
Holliday Fenoglio Fowler, L.P.

 

3.            
Barry S. Slatt Mortgage Company

 


    Exhibit FF-1


     


    
 


EXHIBIT
GG


 


SERVICING FUNCTION PARTICIPANTS

 

None.

 


    Exhibit GG-1


     


    
 


EXHIBIT
HH


 


FORM OF ANNUAL COMPLIANCE STATEMENT

 

CERTIFICATION

 

Wells
Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (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 __________________3]
(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 

 




 



3 
         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 2019-C53,
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
                                         2019-C53

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	Outside
                                         the Trust

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	Outside
                                         the Trust

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	Total

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	WFCM
                                         2019-C53

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	Outside
                                         the Trust

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	Outside
                                         the Trust

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	Total

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	WFCM
                                         2019-C53

	 

	 

	 

	 

	 

	$

	 

	 

	 

	 

	 

	$

	 

	 

	 

	%

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	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 2019-C53—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 November 1, 2019 (the “Pooling and
Servicing Agreement”), between 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 2019-C53
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 2019-C53 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 2019-C53 Surveillance Manager 

With
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

 


    Exhibit NN-1


     


    
 


		Re:	Wells Fargo Commercial
Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2019,
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, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer


 

This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.

 

	1.

	Our
name and address is as follows:





	 

	 

	 


	 

	 

	 


	 

	 

	 


	 

	 

	 


	 

	Contact Info: [Tel/Email]





 

	2.

	[IF
APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest
in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination
Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under
the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice”
on your website to the following effect:




 

“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.”

 

All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.

 


    Exhibit NN-2


     


    
	 

	Very
truly yours,


	 

	 


	 

	(Transferee)


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 


    Exhibit NN-3


     


    
 


EXHIBIT
OO

FORM OF ASSET REVIEW REPORT BY THE
ASSET REPRESENTATIONS REVIEWER4

 

To: [Addresses of
Recipients]

 

Re:         
Wells Fargo Commercial Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53

 

Ladies and Gentlemen:

 

In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (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.




 




 






4This
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:	 
	 

	

	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 SUMMARY5

 

To: [Addresses of
Recipients]

 

		Re:	Wells Fargo Commercial
Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53


 

Ladies and Gentlemen:

 

In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (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.




 







 



5This
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:

	


	 	 	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

                                                                                



 


    Exhibit QQ-1


     


    
 





		

                                                                                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.



 


 


	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
2019-C53
Email:    trustadministrationgroup@wellsfargo.com

 

	Attention:	Wells Fargo Commercial
Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53


 

In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), 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, 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.]6




 







 



6              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 2019-C53 Asset Manager

	 

	Park
Bridge Lender Services LLC
600 Third Avenue, 40th Floor

New
York, New York 10016

Attention:
WFCM 2019-C53 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 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53


 

In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), 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, the Certificate Administrator hereby notifies
you that as of [RELATED DISTRIBUTION DATE]:

 

	1.

	_____   
An additional Mortgage Loan has become a Delinquent Loan.




 

	2.

	_____   
A Mortgage Loan has ceased to be a Delinquent Loan.




 

	3.

	_____   
An Asset Review Trigger has ceased to exist.




 

(check
all that apply)

 

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

 


    Exhibit SS-1


     


    
	 

	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2019-C53,
Commercial Mortgage Pass-Through Certificates, Series 2019-C53


	 

	 

	 


	 

	By:

	 


	 

	 

	[Name]


	 

	 

	[Title]




 


    Exhibit SS-2


     


    
 


EXHIBIT
TT


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT IN RESPECT OF THE 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

	 

	Wells
Fargo Bank, National Association,
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127 023
New York, New
York 10152
Attention: A.J. Sfarra


	 

	 

	 


	KKR
CMBS II Aggregator Type 2 L.P.
9 West 57th Street, Suite 4200
New York, New York 10019
Facsimile number: (212) 750-0003
Attention:
Matt Salem
Facsimile number: (212) 750-0003
Email: Matt.Salem@kkr.com

	 

	[OR
SUBSEQUENT TRANSFEREE]




 

		Re:	Wells Fargo Commercial
Mortgage Trust 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53


 

In
accordance with Section [5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Agreement”),
the Certificate Administrator, as custodian, hereby acknowledges receipt of $[_] of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR]
Certificates in the form of Definitive Certificates (CUSIP No. [_]) as defined in the Agreement, for the benefit of [KKR CMBS
II Aggregator Type 2 L.P.][Subsequent Transferee]. A copy of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR] is attached
as Exhibit A. Payments on the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR][L-RR] 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.

 


    Exhibit TT-1


     


    
	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator


	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 


    -2-


     


    
SCHEDULE
1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT

 

	1.

	Equinix
Data Center




 

	2.

	Ceasar’s
Bay Shopping Center




 

	3.

	Planet
Self Storage Portfolio




 

	4.

	600
& 620 National Avenue




 

	5.

	Smoke
Tree Village and Smoke Tree Commons




 


    Schedule 1-1


     


    
 


SCHEDULE
2


 


CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

 


	Distribution
                                         Date

	 

	Class
                                         A-SB Planned Principal Balance ($)


	December
                                         2019

	 

	33,381,000.00


	January
                                         2020

	 

	33,381,000.00


	February
                                         2020

	 

	33,381,000.00


	March
                                         2020

	 

	33,381,000.00


	April
                                         2020

	 

	33,381,000.00


	May
                                         2020

	 

	33,381,000.00


	June
                                         2020

	 

	33,381,000.00


	July
                                         2020

	 

	33,381,000.00


	August
                                         2020

	 

	33,381,000.00


	September
                                         2020

	 

	33,381,000.00


	October
                                         2020

	 

	33,381,000.00


	November
                                         2020

	 

	33,381,000.00


	December
                                         2020

	 

	33,381,000.00


	January
                                         2021

	 

	33,381,000.00


	February
                                         2021

	 

	33,381,000.00


	March
                                         2021

	 

	33,381,000.00


	April
                                         2021

	 

	33,381,000.00


	May
                                         2021

	 

	33,381,000.00


	June
                                         2021

	 

	33,381,000.00


	July
                                         2021

	 

	33,381,000.00


	August
                                         2021

	 

	33,381,000.00


	September
                                         2021

	 

	33,381,000.00


	October
                                         2021

	 

	33,381,000.00


	November
                                         2021

	 

	33,381,000.00


	December
                                         2021

	 

	33,381,000.00


	January
                                         2022

	 

	33,381,000.00


	February
                                         2022

	 

	33,381,000.00


	March
                                         2022

	 

	33,381,000.00


	April
                                         2022

	 

	33,381,000.00


	May
                                         2022

	 

	33,381,000.00


	June
                                         2022

	 

	33,381,000.00


	July
                                         2022

	 

	33,381,000.00


	August
                                         2022

	 

	33,381,000.00


	September
                                         2022

	 

	33,381,000.00


	October
                                         2022

	 

	33,381,000.00


	November
                                         2022

	 

	33,381,000.00


	December
                                         2022

	 

	33,381,000.00


	January
                                         2023

	 

	33,381,000.00


	February
                                         2023

	 

	33,381,000.00


	March
                                         2023

	 

	33,381,000.00


	April
                                         2023

	 

	33,381,000.00


	May
                                         2023

	 

	33,381,000.00


	June
                                         2023

	 

	33,381,000.00


	July
                                         2023

	 

	33,381,000.00


	August
                                         2023

	 

	33,381,000.00


	September
                                         2023

	 

	33,381,000.00


	October
                                         2023

	 

	33,381,000.00


	November
                                         2023

	 

	33,381,000.00


	December
                                         2023

	 

	33,381,000.00


	January
                                         2024

	 

	33,381,000.00


	February
                                         2024

	 

	33,381,000.00


	March
                                         2024

	 

	33,381,000.00


	April
                                         2024

	 

	33,381,000.00


	May
                                         2024

	 

	33,381,000.00


	June
                                         2024

	 

	33,381,000.00






	Distribution
                                         Date

	 

	Class
                                         A-SB Planned Principal Balance ($)


	July
                                         2024

	 

	33,381,000.00


	August
                                         2024

	 

	33,381,000.00


	September
                                         2024

	 

	33,381,000.00


	October
                                         2024

	 

	33,380,042.11


	November
                                         2024

	 

	32,781,452.50


	December
                                         2024

	 

	32,135,464.28


	January
                                         2025

	 

	31,532,280.03


	February
                                         2025

	 

	30,926,869.41


	March
                                         2025

	 

	30,184,318.43


	April
                                         2025

	 

	29,573,928.61


	May
                                         2025

	 

	28,916,478.14


	June
                                         2025

	 

	28,301,406.71


	July
                                         2025

	 

	27,639,408.73


	August
                                         2025

	 

	27,019,621.20


	September
                                         2025

	 

	26,397,545.23


	October
                                         2025

	 

	25,728,743.30


	November
                                         2025

	 

	25,101,899.60


	December
                                         2025

	 

	24,428,466.48


	January
                                         2026

	 

	23,796,819.90


	February
                                         2026

	 

	23,162,840.52


	March
                                         2026

	 

	22,394,389.02


	April
                                         2026

	 

	21,755,226.75


	May
                                         2026

	 

	21,069,827.85


	June
                                         2026

	 

	20,425,771.86


	July
                                         2026

	 

	19,735,619.38


	August
                                         2026

	 

	19,086,633.57


	September
                                         2026

	 

	18,435,250.08


	October
                                         2026

	 

	17,737,979.95


	November
                                         2026

	 

	17,081,612.60


	December
                                         2026

	 

	16,379,501.31


	January
                                         2027

	 

	15,718,113.32


	February
                                         2027

	 

	15,054,281.25


	March
                                         2027

	 

	14,258,765.11


	April
                                         2027

	 

	13,589,537.16


	May
                                         2027

	 

	12,874,933.53


	June
                                         2027

	 

	12,200,590.02


	July
                                         2027

	 

	11,481,017.32


	August
                                         2027

	 

	10,801,520.50


	September
                                         2027

	 

	10,119,511.79


	October
                                         2027

	 

	 
                                         9,392,493.38


	November
                                         2027

	 

	 
                                         8,705,274.77


	December
                                         2027

	 

	 
                                         7,973,195.65


	January
                                         2028

	 

	 
                                         7,280,728.67


	February
                                         2028

	 

	 
                                         6,585,701.24


	March
                                         2028

	 

	 
                                          5,803,970.01


	April
                                         2028

	 

	 
                                          5,103,480.25


	May
                                         2028

	 

	 
                                         4,358,509.96


	June
                                         2028

	 

	 
                                         3,652,673.83


	July
                                         2028

	 

	 
                                         2,902,510.24


	August
                                         2028

	 

	 
                                         2,191,288.24


	September
                                         2028

	 

	 
                                         1,477,435.50


	October
                                         2028

	 

	 
                                            719,484.84


	November
                                         2028

	 

	 
                                                  187.02


	December
                                         2028 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)


	2

	Ceasar’s
Bay Shopping Center

	Piling
Reserve ($6,000,000)


	12

	DoubleTree
ABQ

	PIP
Reserve ($2,898,765)


	22

	PA
& MD MHP Portfolio

	Wastewater
Treatment Plant Reserve ($1,000,000)


	26

	Texas
MHP Portfolio

	Holdback
Reserve ($1,000,000)




 



    Schedule 3-1