Exhibit 4.2


 



 


EXECUTION VERSION


 





 



 





WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor,



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Servicer,


 


AEGON
USA REALTY ADVISORS, LLC,

as Special Servicer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Certificate Administrator


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


______________________


 


TRUST AND SERVICING AGREEMENT



Dated as of July 2, 2018

______________________


 


Wells Fargo Commercial Mortgage Trust 2018-1745,

Commercial Mortgage Pass-Through Certificates, Series 2018-1745


 





 



 




     


     


    


 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS	 
	 	 	 
	 	1.1.	Definitions	3
	 	1.2.	Interpretation	50
	 	1.3.	Certain
    Calculations in Respect of the Mortgage Loan, Companion Loans	51
	 	 	 	 
	2.	DECLARATION
    OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES AND RR INTEREST
	 	 
	 	2.1.	Creation
    and Declaration of Trust; Conveyance of the Mortgage Loan	53
	 	2.2.	Acceptance
    by the Trustee and the Certificate Administrator	56
	 	2.3.	Representations
    and Warranties of the Trustee	58
	 	2.4.	Representations
    and Warranties of the Certificate Administrator	60
	 	2.5.	Representations
    and Warranties of the Servicer	61
	 	2.6.	Representations
    and Warranties of the Special Servicer	62
	 	2.7.	Representations
    and Warranties of the Depositor	63
	 	2.8.	Representations
    and Warranties Contained in the Mortgage Loan Purchase Agreement	65
	 	2.9.	Execution
    and Delivery of Certificates	66
	 	2.10.	Miscellaneous
    REMIC Provisions	66
	 	 	 	 
	3.	ADMINISTRATION
    AND SERVICING OF THE MORTGAGE LOAN	 
	 	 	 
	 	3.1.	Servicer
    to Act as the Servicer; Special Servicer to Act as the Special Servicer	67
	 	3.2.	Sub-Servicing
    Agreements	69
	 	3.3.	Cash
    Management Account	71
	 	3.4.	Collection
    Account, Companion Loan Distribution Account and Interest Reserve Account	71
	 	3.5.	Distribution
    Account	78
	 	3.6.	Foreclosed
    Property Account	79
	 	3.7.	Appraisal
    Reductions	79
	 	3.8.	Investment
    of Funds in the Collection Account and Any Foreclosed Property Account	82
	 	3.9.	Payment
    of Taxes, Assessments, etc	84
	 	3.10.	Appointment
    of Special Servicer	84
	 	3.11.	Maintenance
    of Insurance and Errors and Omissions and Fidelity Coverage	90
	 	3.12.	Procedures
    with Respect to Defaulted Whole Loan; Realization upon the Mortgaged Property	92
	 	3.13.	Custodian
    and Trustee to Cooperate; Release of Items in Mortgage File	95
	 	3.14.	Title
    and Management of Foreclosed Property	96
	 	3.15.	Sale
    of Foreclosed Property	98







 






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	 	3.16.	Sale
    of the Whole Loan	100
	 	3.17.	Servicing
    Compensation	104
	 	3.18.	Reports
    to the Certificate Administrator; Account Statements	107
	 	3.19.	[Reserved]	108
	 	3.20.	[Reserved]	108
	 	3.21.	Access
    to Certain Documentation Regarding the Whole Loan and Other Information	109
	 	3.22.	Inspections	110
	 	3.23.	Advances	110
	 	3.24.	Modifications
    of Loan Documents	115
	 	3.25.	Conflicts
    of Interests; Mandatory Resignation of Special Servicer	117
	 	3.26.	Rating
    Agency Confirmation	118
	 	3.27.	Miscellaneous
    Provisions	119
	 	3.28.	Companion
    Loan Intercreditor Matters	119
	 	3.29.	Additional
    Matters with Respect to the Mortgage Loan, any Companion Loan and the Whole Loan	121
	 	 	 	 
	4.	DISTRIBUTIONS
    AND STATEMENTS TO CERTIFICATEHOLDERS	 
	 	 	 
	 	4.1.	Distributions	124
	 	4.2.	Withholding
    Tax	128
	 	4.3.	Allocation
    and Distribution of Yield Maintenance Premiums and Yield Maintenance Default Premiums	128
	 	4.4.	Statements
    to Certificateholders	128
	 	4.5.	Investor
    Q&A Forum; Investor Registry and Rating Agency Q&A Forum	132
	 	 	 	 
	5.	THE
    CERTIFICATES AND RR INTEREST	 
	 	 	 
	 	5.1.	The
    Certificates	135
	 	5.2.	Form
    and Registration	137
	 	5.3.	Registration
    of Transfer and Exchange of Certificates	140
	 	5.4.	Mutilated,
    Destroyed, Lost or Stolen Certificates	148
	 	5.5.	Persons
    Deemed Owners	148
	 	5.6.	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	149
	 	5.7.	Maintenance
    of Office or Agency	149
	 	 	 	 
	6.	THE
    DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER	 
	 	 	 
	 	6.1.	Respective
    Liabilities of the Depositor, the Servicer and the Special Servicer	150
	 	6.2.	Merger
    or Consolidation of the Servicer, the Special Servicer or the Depositor	150
	 	6.3.	Limitation
    on Liability of the Depositor, the Servicer, the Special Servicer and Others	150
	 	6.4.	Servicer
    and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	152







 






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	 	6.5.	Ethical Wall	153
	 	6.6.	Indemnification by the Servicer, the Special Servicer and the Depositor	154
	 	 	 	 
	7.	SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE
	 	 
	 	7.1.	Servicer Termination Events; Special Servicer Termination Events	155
	 	7.2.	Trustee to Act; Appointment of Successor	162
	 	7.3.	[Reserved]	164
	 	7.4.	Other Remedies of Trustee	164
	 	7.5.	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	164
	 	7.6.	Trustee as Maker of Advances	164
	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	 	8.1.	Duties of the Trustee and the Certificate Administrator	165
	 	8.2.	Certain Matters Affecting the Trustee and the Certificate Administrator	168
	 	8.3.	Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the Mortgage Loan or the Whole Loan	171
	 	8.4.	Trustee and Certificate Administrator May Own Certificates	173
	 	8.5.	Trustee’s and Certificate Administrator’s Fees and Expenses	173
	 	8.6.	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	174
	 	8.7.	Resignation and Removal of the Trustee or the Certificate Administrator	175
	 	8.8.	Successor Trustee or Successor Certificate Administrator	178
	 	8.9.	Merger or Consolidation of the Trustee or the Certificate Administrator	179
	 	8.10.	Appointment of Co-Trustee or Separate Trustee	179
	 	8.11.	Appointment of Authenticating Agent	180
	 	8.12.	Appointment of a Custodian	181
	 	8.13.	Indemnification by the Trustee and the Certificate Administrator	181
	 	8.14.	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	182
	 	8.15.	Access to Certain Information	182
	 	 	 	 
	9.	CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER
	 	 
	 	9.1.	Selection and Removal of the Directing Certificateholder	191
	 	9.2.	Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders	193
	 	9.3.	Rights and Powers of the Directing Certificateholder	193
	 	9.4.	Directing Certificateholder Contact with Servicer and Special Servicer	196
	 	9.5.	The Risk Retention Consultation Party	197
	 	 	 	 
	10.	TERMINATION	 
	 	 	 
	 	10.1.	Termination	198
	 	10.2.	Additional Termination Requirements	198







 






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	 	10.3.	Trusts Irrevocable	199
	 	 	 	 
	11.	MISCELLANEOUS PROVISIONS	 
	 	 	 
	 	11.1.	Amendment	199
	 	11.2.	Recordation of Agreement; Counterparts	203
	 	11.3.	Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction	203
	 	11.4.	Notices	204
	 	11.5.	Notices to the Rating Agencies	208
	 	11.6.	Severability of Provisions	208
	 	11.7.	Limitation on Rights of Certificateholders	208
	 	11.8.	Certificates Nonassessable and Fully Paid	209
	 	11.9.	Reproduction of Documents	209
	 	11.10.	No Partnership	210
	 	11.11.	Actions of Certificateholders	210
	 	11.12.	Successors and Assigns	210
	 	11.13.	Acceptance by Authenticating Agent, Certificate Registrar	211
	 	11.14.	Streit Act	211
	 	11.15.	Assumption by Trust of Duties and Obligations of the Mortgage Loan Seller Under the Loan Documents	211
	 	11.16.	Grant of a Security Interest	211
	 	11.17.	Cooperation with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreement	212
	 	 	 	 
	12.	REMIC ADMINISTRATION	 
	 	 	 
	 	12.1.	REMIC Administration	212
	 	12.2.	Foreclosed Property	216
	 	12.3.	Prohibited Transactions and Activities	217
	 	12.4.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	218
	 	 	 	 
	13.	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	 	13.1.	Intent of the Parties; Reasonableness	218
	 	13.2.	Succession; Sub-Servicers; Subcontractors	219
	 	13.3.	Other Securitization Trust’s Filing Obligations	221
	 	13.4.	Form 10-D Disclosure	221
	 	13.5.	Form 10-K Disclosure	222
	 	13.6.	Form 8-K Disclosure	222
	 	13.7.	Annual Compliance Statements	223
	 	13.8.	Annual Reports on Assessment of Compliance with Servicing Criteria	224
	 	13.9.	Annual Independent Public Accountants’ Servicing Report	225
	 	13.10.	Significant Obligor	226
	 	13.11.	Sarbanes-Oxley Backup Certification	228
	 	13.12.	Indemnification	228
	 	13.13.	Amendments	229
	 	13.14.	Termination of the Certificate Administrator	229










 






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	 	13.15.	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	229







 





EXHIBITS


 


	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class B Certificates
	Exhibit A-3	Form of Class C Certificates
	Exhibit A-4	Form of Class D Certificates
	Exhibit A-5	Form of RR Interest
	Exhibit A-6	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global
    Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate of Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit J-1	Form of Affidavit Pursuant to Section 860E(e) of the Internal Revenue Code of 1986
	Exhibit J-2	Form of Transferor Letter
	Exhibit J-3	Form of ERISA Representation Letter
	Exhibit J-4	Form of Transferee Certificate for Transfers of RR Interest
	Exhibit J-5	Form of Transferor Certificate for Transfer of RR Interest
	Exhibit J-6	Form of Request of Retaining Sponsor Consent for Release of Risk Retained Certificates
	Exhibit K-1	Form of Investor Certification for Non-Borrower Affiliates
	Exhibit K-2	Form of Investor Certification for Borrower Affiliates
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N	Form of Certificate Administrator Receipt of Risk Retained Certificates
	Exhibit O	Form of Online Market Data Provider Certificate
	Exhibit P	Form of Investment Representation Letter
	Exhibit Q	CREFC® Payment Information
	Exhibit R-1	Additional Form 10-D Disclosure
	Exhibit R-2	Additional Form 10-K Disclosure
	Exhibit S	Form of Certification of the Risk Retention Consultation Party
	Exhibit T	Form 8-K Disclosure Information
	Exhibit U	Additional Disclosure Notification







 






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	Exhibit V	Initial Sub-Servicers
	Exhibit W	Form of Annual Compliance Statement
	Exhibit X	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit Y-1	Form of Certification to be Provided to Depositor by Servicer
	Exhibit Y-2	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Y-4	Form of Certification to be Provided to Depositor by Trustee




 






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THIS TRUST AND SERVICING
AGREEMENT (“Agreement”) is dated as of July 2, 2018, among Wells Fargo Commercial Mortgage Securities, Inc.
(together with its successors-in-interest, the “Depositor”), Wells Fargo Bank, National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Wilmington
Trust, National Association, as Trustee.


 


INTRODUCTORY STATEMENT


 


Terms not defined in
this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Wells Fargo Bank, National
Association (together with its successors-in-interest, “WFB”) originated a ten-year, fixed-rate, interest-only
mortgage loan (the “Whole Loan”) pursuant to that certain Loan Agreement, dated as of May 24, 2018 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by WFB, as lender,
and 1745 Broadway Owner, LLC, a Delaware limited liability company (together with its successors-in-interest and permitted assigns,
the “Borrower”).


 


The Whole Loan consists
of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $175,000,000 (the “Mortgage Loan”),
and is evidenced by Promissory Notes A-1, A-2, A-3, and A-4 (as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, the “Trust Notes”), and (b) portions
that have unpaid principal balances as of the Cut-off Date of $50,000,000, 34,000,000, 30,000,000 and 30,000,000 (each, a “Companion
Loan”), and are evidenced by Promissory Notes A-5, A-6, A-7 and A-8 (as the same may hereafter be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion Notes”).
The Trust Notes and the Companion Notes are collectively referred to herein as the “Notes” and, each, as a “Note”.


 


The Mortgage Loan was
sold and assigned by WFB (in such capacity, the “Mortgage Loan Seller”) to the Depositor pursuant to a mortgage
loan purchase agreement, dated as of July 2, 2018 (the “Mortgage Loan Purchase Agreement”), by and between the
Mortgage Loan Seller and the Depositor.


 


As provided for herein,
the Certificate Administrator shall elect or shall cause an election to be made to treat the Trust Fund for federal income tax
purposes as a real estate mortgage investment conduit (the “Trust REMIC”). Each Class of Regular Certificates
will represent a single Class of “regular interests” in the Trust REMIC, as further described herein. The Class R Certificates
will evidence the sole Class of “residual interests” in the Trust REMIC for purposes of the REMIC Provisions under
federal income tax law.


 


In exchange for the Mortgage
Loan, the Trust will issue to the Depositor the Class A, Class B, Class C, Class D and Class R Certificates
and the RR Interest (collectively, the “Certificates”), which Certificates in the aggregate will evidence the
entire ownership interest in the Trust. The Trust Fund consists principally of the Mortgage Loan, the Loan Documents


 






     


     


    

 


(excluding
the rights of the Companion Loan Holders thereunder) and all payments under, and proceeds of, the Mortgage Loan from and after
the Cut-off Date.


 


The Depositor intends
to sell (i) the Certificates (other than the RR Interest) to the Initial Purchaser, in an offering exempt from the registration
requirements of the federal securities laws and (ii) the RR Interest to the Retaining Sponsor.


 


TRUST REMIC


 


As further described
in Section 2.9, the Class A, Class B, Class C and Class D Certificates and the RR Interest will evidence “regular
interests” in the Trust REMIC created hereunder. The Class R Certificates will constitute the sole Class of “residual
interests” in the Trust REMIC created hereunder. The following table sets forth the class designation, the Pass-Through Rate
and the aggregate initial Certificate Balance (the “Original Certificate Balance”) for each Class of Certificates:


 


	
        Class

        Designation

        
	 	
        Pass-Through
        Rate/RR Interest Rate

        
	 	
        Original
        Certificate Balance

        

	Class A	 	(1)	 	$116,000,000
	Class B	 	(1)	 	$25,800,000
	Class C	 	(1)	 	$19,300,000
	Class D	 	(1)	 	$5,150,000
	Class R	 	None(2)	 	None(2)
	RR Interest	 	(3)	 	$8,750,000



 





 






		(1)	The
                                         Pass-Through Rate applicable to each of the Class A, Class B, Class C and Class D Certificates
                                         will be a per annum rate equal to the weighted average of the Net Trust Note Rates.



 


		(2)	The
                                         Class R Certificates will not have a Certificate Balance will not bear interest
                                         and will not be entitled to distributions of Yield Maintenance Premiums. Any Available
                                         Funds remaining in the Distribution Account, after all required distributions under this
                                         Agreement have been made to each other Class of Certificates, will be distributed to
                                         the Holders of the Class R Certificates.



 


		(3)	The
                                         effective interest rate of the RR Interest (the “RR Interest Rate”)
                                         on each Distribution Date will be a per annum rate equal to the weighted average
                                         of the Net Trust Note Rates.



 


All covenants and agreements
made by the Depositor herein are for the benefit and security of the Certificateholders. The Depositor, the Servicer, the Special
Servicer, the Certificate Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.


 


W I T N E S SE T H T H A T:


 


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


 






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1.                 
DEFINITIONS


 


1.1.           
Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms,
as the context may require.


 


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


 


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider that will initially be located within
the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page relating to this
transaction, access to which is limited to the Depositor and NRSROs who have provided an NRSRO Certification to the 17g-5 Information
Provider. Such website shall provide means of navigation for the Depositor and each NRSRO (including S&P) to the portion of
the Certificate Administrator’s Website available to Privileged Persons.


 


“Acceptable
Insurance Default”: Any default arising when the Loan Documents require that the Borrower must maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been
obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. Each of the Servicer
(at its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance consultants in making
the determinations described in this definition.


 


“Accepted Servicing
Practices”: As defined in Section 3.1.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Mortgaged Property.


 


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


 


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(iv)
and 3.4(c)(v)), Assumption Fees, Assumption Application Fees, defeasance fees, substitution fees, release fees, Modification
Fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands,
loan processing fees, review fees and similar fees and expenses to which the Servicer and the Special Servicer, as applicable,
are entitled (to the extent permitted by (or not otherwise prohibited by) and specifically allocated to such amounts in accordance
with the terms of the Loan Documents or pursuant to this Agreement) and any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account, any Foreclosed Property Account and any Reserve Account pursuant
to Section 3.8 of this Agreement.


 






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“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 to this Agreement as Exhibit U.


 


“Additional
Form 10-D Disclosure”: The information described in the Form 10-D items set forth under the “Item on Form
10-D” column on Exhibit R-1 hereto.


 


“Additional
Form 10-K Disclosure”: The information described in the Form 10-K items set forth under the “Item on
Form 10-K” column on Exhibit R-2 hereto.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person who is
not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Whole Loan
as of any date of determination.


 


“Administrative
Advances”: As defined in Section 3.23(b).


 


“Advance”:
Any Administrative Advance, Monthly Payment Advance or Property Protection Advance.


 


“Advance Rate”:
As defined in Section 3.23(d).


 


“Adverse REMIC
Event”: As defined in Section 12.1(j).


 


“Advisers Act”:
As defined in Section 5.3(m).


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), a Loan Party or the Depositor, as applicable, to determine whether any Person is an
Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a Loan Party or the Depositor.


 


“Agent”:
As defined in the Cash Management Agreement.


 


“Aggregate Available
Funds”: On each Distribution Date an amount equal to (i) all amounts (other than Yield Maintenance Premiums or Yield
Maintenance Default Premiums) received in respect of the Mortgage Loan during the related Collection Period or advanced in respect
of interest with respect to such Distribution Date (including, without limitation, any Repurchase Price for the Mortgage Loan or
purchase price of the Mortgage Loan received by the Trust, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds
received by the Trust), plus (ii) if such Distribution Date is the Distribution Date occurring in March of each year (or February,
if such Distribution Date is the final Distribution Date),


 






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Withheld Amounts to be withdrawn from the Interest Reserve Account for
such Distribution Date, minus (iii) an amount equal to the applicable Withheld Amount in the case of the February Distribution
Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either case, such Distribution Date
is the final Distribution Date), minus (iv) other Trust Fund Expenses and any other Aggregate Available Funds Reduction Amount
for such Distribution Date.


 


“Aggregate Available
Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during
the related Collection Period from the Collection Account pursuant to Section 3.4(c).


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Annual Budget”:
As defined in the Loan Agreement.


 


“Applicable
Banking Law”: As defined in Section 8.2(d).


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Appraisal”:
With respect to the Mortgaged Property or Foreclosed Property, an appraisal of the Mortgaged Property or Foreclosed Property, conducted
by an Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser
as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute
with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation,
as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided, that after an
initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal
shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant
to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow
approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations
under this Agreement requiring that a “value” or “appraised value” be used with respect to the Mortgaged
Property or Foreclosed Property (as applicable) shall use the most recently determined appraised value set forth in an Appraisal
(or update thereof) unless a different valuation is specifically required (such as the appraised value of the Mortgaged Property
as of the Origination Date). With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal
Reduction Event, the appraised value (as determined by an updated Appraisal) of the Mortgaged Property will be determined on an
“as-is” basis, based upon the current physical condition, use and zoning of the Mortgaged Property as of the date of
the Appraisal.


 






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“Appraisal Reduction
Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal balance
of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the Note Rate, (B) all
unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances at the Advance Rate in respect
of the Whole Loan or Mortgaged Property and interest on all Companion Loan Advances under any Other Pooling and Servicing Agreement,
(C) the amount of any Advances and interest on the Advances previously reimbursed from principal collections on the Whole
Loan that have not otherwise been recovered from the Borrower, (D) all currently due and unpaid real estate taxes and assessments
and insurance premiums and all other amounts, including, if applicable, ground rent, due and unpaid in respect of the Mortgaged
Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative
of the amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due under this
Agreement over (ii) the sum of (A) 90% of the appraised value (as determined by an Appraisal) of the Mortgaged Property
less the amount of any liens (exclusive of Permitted Encumbrances) on the Mortgaged Property senior to the lien of the Loan Documents
plus (B) any escrows with respect to the Whole Loan, including for taxes, insurance premiums and ground rent, if any. If (i) an
Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of any Appraisals have been obtained
or conducted or (B) the Special Servicer is aware of any adverse material change in the market or condition or value of the
Mortgaged Property since the date of such Appraisal that would materially and adversely affect the value of the Mortgaged Property,
and (iii) no new Appraisal has been obtained or conducted on the Mortgaged Property within 60 days after the Appraisal Reduction
Event, then until each new Appraisal is conducted, the Appraisal Reduction Amount for the Mortgaged Property will be deemed to
be equal to 25% of the outstanding principal balance of the Whole Loan; provided that such deemed Appraisal Reduction Amounts
shall not be allocated to any Class of Certificates for purposes of (x) determining whether a Control Event or Consultation
Termination Event has occurred and is continuing or (y) allocating Voting Rights. Any Appraisal Reduction Amount in respect
of the Whole Loan shall be allocated to the Notes on a Pro Rata and Pari Passu Basis. Upon receipt or performance of the new Appraisal
by the Special Servicer, the Appraisal Reduction Amount for the Mortgaged Property or Foreclosed Property, as the case may be,
will be recalculated as described above.


 


“Appraisal Reduction
Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect of
the Balloon Payment) occurs in respect of the Mortgage Loan or the Whole Loan, (ii) 90 days after an uncured delinquency occurs
in respect of the Balloon Payment for the Mortgage Loan or the Whole Loan unless a refinancing is anticipated within 120 days after
the Maturity Date of the Mortgage Loan or the Whole Loan (as evidenced by a written refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Servicer which provides that such refinancing will occur within 120 days
after the Maturity Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly
Payments with respect to the Mortgage Loan or the Whole Loan or a material adverse economic change with respect to the terms of
the Mortgage Loan or the Whole Loan has become effective, (iv) 60 days after an extension of the Maturity Date of the Mortgage
Loan or the Whole Loan (except for an extension within the time periods described in clause (ii) above), (v) immediately
after a receiver has been appointed in respect of the Mortgaged Property on behalf of the Trust or any other creditor, (vi) immediately
after the Borrower declares, or becomes the subject of, bankruptcy, insolvency


 






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or similar proceedings, admits in writing the inability
to pay its debts as they come due or makes an assignment for the benefit of creditors, or (vii) immediately after the Mortgaged
Property becomes a Foreclosed Property.


 


“Asset Status
Report”: As defined in Section 3.10(i).


 


“Assignment
of Management Agreement”: With respect to the Mortgaged Property, as defined in the Loan Agreement.


 


“Assignment
of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument,
in recordable form, which is sufficient under the laws of the jurisdiction in which the Mortgaged Property is located to reflect
of record the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the
Trustee, the Certificate Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether
any such assignment is legally sufficient or in recordable form.


 


“Assumed Monthly
Payment”: For any Distribution Date (including any Distribution Date following a delinquency in the payment of the Balloon
Payment or foreclosure upon the Mortgaged Property or acceptance by the Trustee on behalf of the Trust and the Companion Loan Holders
of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan), shall be equal to the scheduled monthly payment of
interest that would have been due in respect of the Mortgage Loan on its Maturity Date (excluding the principal portion of the
Balloon Payment and Default Interest) and each subsequent Payment Date (or Assumed Payment Date) if the Mortgage Loan had been
required to continue to accrue interest in accordance with its terms (other than Default Interest), in effect immediately prior
to, and without regard to the occurrence of the Maturity Date or the occurrence of a foreclosure upon the Mortgaged Property or
acceptance by the Trustee on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable
conversion of the Whole Loan, in respect of the Mortgage Loan on the last Payment Date (or Assumed Payment Date) prior to its foreclosure
or acceptance of a deed-in-lieu, in each case as such terms may have been modified, and such Maturity Date may have been extended,
in connection with a bankruptcy or similar proceeding involving the Borrower or otherwise or a modification, waiver or amendment
granted or agreed to by the Servicer or the Special Servicer.


 


“Assumed Payment
Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the Balloon
Payment or the foreclosure of the Mortgaged Property or acceptance by the Trustee on behalf of the Trust Fund and the Companion
Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgaged Property, the date that would have been
the Payment Date in such calendar month if the delinquency in the payment of the Balloon Payment or the foreclosure of the Mortgaged
Property or acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure
or comparable conversion of the Mortgaged Property had not occurred.


 


“Assumption
Application Fees”: With respect to the Whole Loan, any and all assumption application fees actually paid by or on behalf
of the Borrower in accordance with the


 






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Loan Documents, with respect to any application submitted to the Servicer or the Special
Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in the Borrower.


 


“Assumption
Fees”: Any and all assumption fees actually paid by or on behalf of the Borrower in accordance with the Loan Documents,
with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid by or on
behalf of the Borrower with respect to any transfer of an interest in the Borrower.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Balloon Payment”:
The payment of the outstanding principal balance of the Whole Loan, Mortgage Loan or a Companion Loan, as applicable, together
with all unpaid interest, due and payable on the Maturity Date or such other date on which the outstanding principal balance of
the Whole Loan, the Mortgage Loan or a Companion Loan becomes due and payable, whether by declaration of acceleration, or otherwise.


 


“Beneficial
Owner”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require,
as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide an
Investor Certification.


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower Affiliate”:
Any of the Borrower, the Borrower Sponsor, the general partner or managing member of any of the foregoing or any of their respective
Control Affiliates.


 


“Borrower Sponsor”:
The “Sponsor”, as defined in the Loan Agreement.


 


“Business Day”:
Any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, San Francisco, California,
Charlotte, North Carolina, or the place of business of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the financial institution that maintains the Collection Account or any Reserve Accounts for the Whole Loan, the New York Stock
Exchange or the Federal Reserve Bank of New York is not open for business.


 


“Cash Management
Account”: As defined in the Loan Agreement.


 


“Cash Management
Agreement”: As defined in the Loan Agreement.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. §§ 9601 et seq.,
as amended.


 






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“Certificate”:
Any Class A, Class B, Class C, Class D, Class R Certificate or RR Interest.


 


“Certificate
Administrator”: Wells Fargo, in its capacity as certificate administrator, or if any successor certificate administrator
is appointed as herein provided, such certificate administrator. Wells Fargo will perform its obligations through its Corporate
Trust Services division.


 


“Certificate
Administrator Fee”: With respect to the Mortgage Loan and for any Distribution Date, an amount accrued during the related
Whole Loan Interest Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Mortgage Loan
as of the close of business on the Distribution Date in such Whole Loan Interest 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 Mortgage Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator Fee, namely
the Trustee Fee, shall be payable to the Trustee.


 


“Certificate
Administrator Fee Rate”: With respect to the Mortgage Loan, a rate equal to 0.0163% per annum, calculated on the
same interest accrual basis as the Mortgage Loan. A portion of the Certificate Administrator Fee Rate shall constitute the Trustee
Fee Rate and shall be payable to the Trustee.


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


 


“Certificate
Balance”: With respect to any outstanding Class of Sequential Pay Certificates or the RR Interest at any date, an amount
equal to the Original Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all
amounts distributed to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as
allocable to principal and (b) the aggregate amount of Non-Risk Retained Certificate Realized Losses and Risk Retained Certificate
Realized Losses, as applicable, allocated to such Class of Certificates or the RR Interest, as applicable, if any, pursuant to
Section 4.1(g). With respect to any individual Certificate in any such Class, the product of (x) the Percentage
Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”: With respect to any Distribution Date and with respect to each Class of Regular Certificates,
the calendar month preceding the month in which such Distribution Date occurs.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate (including the RR Interest), the Person in whose name a Certificate
is registered in the Certificate Register maintained pursuant to this Agreement (including, solely for the purposes of providing,
distributing or otherwise making available any reports, statements or other information pursuant to this Agreement, Beneficial
Owners of Certificates to the extent the Person providing,


 






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distributing or making available such
information has received an Investor Certification that such Person is a Beneficial Owner), except that for the purpose of giving
any consent or taking any action (including, without limitation, selecting or appointing a Directing Certificateholder) pursuant
to this Agreement, any Certificate (including the RR Interest) beneficially owned by the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, any Borrower Affiliate, the Property Manager or any of their sub-servicers or respective Affiliates
or agents shall be deemed not to be outstanding and the Voting Rights to which it is entitled and the Certificate Balance of such
Certificate shall not be taken into account in determining whether the requisite percentage of Voting Rights and/or of the Certificate
Balance of the Certificates or any Class of Certificates necessary to effect any such consent or take any such action has been
obtained; provided that the foregoing limitation will not be construed so as to limit or prevent a Controlling Class Certificateholder
or the Directing Certificateholder, solely based on it being an Affiliate of the Special Servicer, from exercising any appointment,
consent or consultation rights it may have under this Agreement solely in its capacity as Controlling Class Certificateholder
or Directing Certificateholder (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing
Certificateholder is the Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, any party restricted from
disclosing applicable privileged information (a “Restricted Party”), the Property Manager or any of the sub-servicers
or respective Affiliates or agents of the foregoing). Notwithstanding the foregoing, for purposes of obtaining the consent of
Certificateholders to an amendment of this Agreement, any Certificate (including the RR Interest) beneficially owned by the Trustee,
the Certificate Administrator, the Servicer, the Special Servicer or any of their respective Affiliates shall be deemed to be
outstanding; provided that such amendment does not relate to the termination of, increase in compensation of or material
reduction in obligations of, the Trustee, the Certificate Administrator, the Servicer, Special Servicer or any of their Affiliates
(other than solely in its capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed
not to be outstanding.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer as described
in Section 7.1(e), the Holders of the Sequential Pay Certificates or the RR Interest evidencing at least 50% of
the aggregate Voting Rights (taking into account the application of any Realized Losses and the application of any Trust Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to the terms of this Agreement) of
all Sequential Pay Certificates and the RR Interest.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical and numerical class designation.


 


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class A
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 






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“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-2 hereto and designated as a Class B Certificate.


 


“Class B
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-3 hereto and designated as a Class C Certificate.


 


“Class C
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class D Certificate.


 


“Class D
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the sole class of residual interests
in the Trust REMIC.


 


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


 


“Clearstream”:
As defined in Section 5.2(a).


 


“Closing Date”:
July 2, 2018.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to
the Trust Fund.


 


“Co-Lender Agreement”:
That certain Co-Lender Agreement, dated as of July 1, 2018, by Wells Fargo, as initial noteholder of each Note.


 


“Collateral”:
Collectively, (i) the Mortgage, which creates a first priority lien on the Borrower’s leasehold and condominium interest
comprising the Mortgaged Property


 






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(including, among other things, the Borrower’s interests in improvements, easements, fixtures,
personal property, leases, rents, insurance proceeds, condemnation awards, Reserve Accounts, escrow accounts, the Cash Management
Account and the Lockbox Account, in each case, with respect to the Mortgaged Property) and (ii) the other Loan Documents,
which include (a) a first priority assignment of (subject to Permitted Encumbrances) the Borrower’s interests in the leases
and rents from the Mortgaged Property, (b) an assignment of the Borrower’s rights under the Management Agreement together
with subordination and attornment by the Property Manager under the Management Agreement; and (c) certain other assets of the Borrower.


 


“Collection
Account”: As defined in Section 3.4(a).


 


“Collection
Period”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on and
including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with
respect to any other Distribution Date, the period commencing on and including the day immediately following the Determination
Date relating to the preceding Distribution Date and ending on and including the Determination Date relating to such Distribution
Date.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
As defined in the Introductory Statement.


 


“Companion Loan
Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled
payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.


 


“Companion Loan
Distribution Account”: As defined in Section 3.4(a).


 


“Companion Loan
Holder”: The holder of a Companion Loan.


 


“Companion Loan
Rating Agency”: With respect to a Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan or such portion to assign a rating to the related Companion Loan Securities.


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable
Companion Loan 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 such Companion Loan Securities
(if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from
a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.28(b) of this Agreement, the requirement for the Companion Loan Rating Agency
Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply. With respect to any
matter affecting any Companion Loan, so long as


 






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such Companion Loan (or any portion thereof)
is included in an Other Securitization Trust, any Rating Agency Confirmation will also refer to confirmation in writing (which
may be in electronic format) 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 securities backed by such Companion Loan or any portion thereof (if then rated by such rating agency); provided that a written
waiver (which may be in electronic format) or other acknowledgment from such rating agency indicating its decision not to review
or to decline to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement
for the Rating Agency Confirmation from the rating agency with respect to such matter.


 


“Companion Loan
Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an
Other Securitization Trust, which assets include a Companion Loan (or a portion thereof).


 


“Companion Notes”:
The promissory notes evidencing Companion Loans, designated as Note A-5, Note A-6, Note A-7 and Note A-8.


 


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Loan Agreement).


 


“Confidential
Information”: With respect to the Servicer or the Special Servicer, as applicable, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as
applicable, with respect to the Whole Loan, the Loan Parties and the Mortgaged Property, unless such information (i) was already
in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from
a source other than its activities as Servicer or Special Servicer, as applicable, (iii) is or becomes generally available
to the public other than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel
or (iv) is required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall use
reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate Administrator
shall be permitted to comply with their respective obligations hereunder to make information available to the extent that such
information was received by it in its capacity as Trustee or Certificate Administrator, as applicable.


 


“Consultation
Termination Event”: The date on which the Class D Certificates no longer have a then-outstanding Certificate Balance
at least equal to 25% of the initial Certificate Balance of such Class, without regard to the application of any Trust Appraisal
Reduction Amounts.


 


“Control Affiliate”:
As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling, Controlled by
or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”, “Control”
means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership interests of
an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the


 






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ability to exercise voting power, by contract or otherwise. “Controlled by,”
“Controlling” and “under common Control with” have the respective correlative meanings to such terms. The
Trustee and/or the Certificate Administrator may obtain and rely upon a certification of the Borrower to determine whether any
Person is a Control Affiliate.


 


“Control Event”:
With respect to any date of determination, if the Certificate Balance of the Class D Certificates on such date (taking into
account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class) is
less than 25% of the initial Certificate Balance of such Class.


 


“Controlling
Class”: The Class D Certificates. No other Class of Certificates will be eligible to act as a Controlling Class
or appoint a Directing Certificateholder. If a Consultation Termination Event has occurred, there shall be no Controlling Class
and no Directing Certificateholder.


 


“Controlling
Class Certificateholder”: Each Holder (or Beneficial 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 Trustee, the Servicer or the
Special Servicer 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 Beneficial Owners, if applicable) of the Controlling Class and the Certificate Administrator
shall promptly provide such list without charge to such Trustee, Servicer or Special Servicer, as applicable. The Trustee, the
Servicer and the Special Servicer shall be entitled to rely on any such list so provided. Notwithstanding the foregoing, for purposes
of determining the Directing Certificateholder, exercising any rights of the Controlling Class or the Directing Certificateholder
or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder
of any interest in a Controlling Class Certificate who is a Borrower Affiliate, the Property Manager or an agent or Affiliate of
the foregoing, or is a Restricted Party, will not be deemed to be a Holder of the related Controlling Class and will not be entitled
to exercise such rights or receive such information, and any Directing Certificateholder previously appointed or selected by such
holder will thereafter not be entitled to exercise any rights of the Directing Certificateholder. If, as a result of the preceding
sentence, no Holder of Controlling Class Certificates would be eligible to exercise such rights, there will be no Directing Certificateholder
or Controlling Class.


 


“Controlling
Persons”: As defined in Section 6.3(a).


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee
WFCM 2018-1745; (ii) with respect to the Certificate Administrator for Certificate transfers and surrenders, at 600 South
4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: CTS : Certificate Transfer
Services (CMBS) WFCM 2018-1745; and (iii) with respect to the Certificate Administrator for all other purposes, at 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM 2018-1745, or the principal corporate
trust office of any successor


 






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Trustee or Certificate Administrator, as applicable, qualified and appointed pursuant to Section 8.8.


 


“Credit Risk
Retention Rules”: The joint final rule that was promulgated to implement 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 (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 Credit Risk Retention Rules
shall mean the subsection of the Credit Risk Retention Rules identified with the same corresponding number as the referenced “Section”.
For example, “Section 7 of the Credit Risk Retention Rules” means 12 C.F.R. § 43.7.


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any association or organization that is a successor thereto. If
neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to
such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement
agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such
association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the
establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing
them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If
an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®”
shall be deemed to refer to such other association or organization as shall be reasonably acceptable to the Servicer, the Special
Servicer, the Certificate Administrator, and the Trustee.


 


“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 and, insofar as it requires
the presentation of information in addition to that called for by the form of the “Advance Recovery Report” available
as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 






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“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in, the
downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“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”: A report substantially in the form of,
and containing the information called for in, the downloadable form of the “Historical Loan Modification Forbearance and
Corrected


 






     -16-


     


    

 


Mortgage Loan 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Intellectual Property Royalty License Fee”: A fee, payable on a monthly basis, computed for the same period and on the
same interest accrual basis at which any related interest payment due or deemed due on the Mortgage Loan is computed at the CREFC®
Intellectual Property Royalty License Fee Rate (prorated for partial periods).


 


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


 


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


 


“CREFC®
License Agreement”: The CREFC® Intellectual Property Royalty 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 substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer.


 


“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 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.


 


“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 and is reasonably acceptable
to the Servicer and the Special Servicer.


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities


 






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transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described
in such form to “normalize” the full year and year-to-date net operating income and debt service coverage numbers used
in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Mortgaged Property substantially in the form
of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“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 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


 






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time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Status 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Reports”: Collectively refers to the following reports as may be amended, updated or supplemented from time to time as
part of the CREFC® Investor Reporting Package, and any additional reports that become part of the CREFC®
Investor Reporting Package from time to time (if agreed to by the parties hereto):


 


(i)          the following seven electronic files: (i) CREFC® Bond Level File, (ii) CREFC® Collateral
Summary File, (iii) CREFC® Property File, (iv) CREFC® Loan Periodic Update File, (v) CREFC®
Loan Setup File, (vi) CREFC® Financial File, and (vii) CREFC® Special Servicer Loan File;
and


 


(ii)         the following supplemental reports and disclosure templates: (i) CREFC® Comparative Financial Status
Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification
Forbearance and Corrected Mortgage Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List,
(viii) CREFC® Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery Report,
(x) CREFC® Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC®
Servicer Realized Loss Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template,
(xvi) CREFC® Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation
Report, (xviii) CREFC® REO Liquidation Report and (xix) CREFC® Loan Modification Report.


 


“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 Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information as may
from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch
List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 






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“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“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 Servicer.


 


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


 


“Current Interest
Distribution Amount”: With respect to any Distribution Date for any Certificate other than the RR Interest and the Class R
Certificates, interest accrued during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through
Rate for such Certificate Interest Accrual Period on the outstanding Certificate Balance of such Certificate as of the prior Distribution
Date (after giving effect to distributions of principal and allocations of Non-Risk Retained Certificate Realized Losses on such
prior Distribution Date).


 


“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of the
Certificate Administrator.


 


“Cut-off Date”:
July 11, 2018.


 


“Default Interest”:
With respect to any Payment Date and any Note, upon the occurrence and during the continuance of a Mortgage Loan Event of Default,
interest accrued on such Note at the excess of the Default Rate over the Note Rate during the related Whole Loan Interest Period
on the outstanding principal balance of such Note and, to the extent permitted by law, all accrued and unpaid interest in respect
of such Note and any other amounts due in respect of the Loan Documents, calculated from the date such payment was due without
regard to any grace or cure periods.


 


“Default Rate”:
As defined in the Loan Agreement.


 


“Defect”:
As defined in the Mortgage Loan Purchase Agreement.


 


“Deficient Exchange
Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer set forth on Exhibit V),
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 13 of this Agreement


 






     -20-


     


    

 


that does not conform to the applicable reporting requirements under
the Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


“Definitive
Certificate”: Any Certificate in fully registered certificated form without interest coupons.


 


“Delivery Date”:
As defined in Section 2.1(b).


 


“Depositor”:
As defined in the Introductory Statement.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.


 


“Determination
Date”: The 11th day of the calendar month in which a Distribution Date occurs, or if such day is not a Business Day,
the immediately preceding Business Day, commencing August 2018.


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be BlackRock Realty Advisors, Inc., as agent for one or more managed accounts. Thereafter,
the Directing Certificateholder shall be the Controlling Class Certificateholder (or its representative or designee) as identified
to the Certificate Administrator selected by the Majority Controlling Class Certificateholders, as determined by the Certificate
Registrar from time to time. No Borrower Affiliate may be appointed as or act as the Directing Certificateholder.


 


“Directly Operate”:
With respect to any Foreclosed 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 Foreclosed Property, the holding of such Foreclosed Property
primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust Fund or the
performance of any construction work on the Foreclosed Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed before default became imminent), other than through
an Independent Contractor; provided, however, that a Foreclosed Property shall not be considered to be Directly Operated
solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to
such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan, the Companion Loans or any Foreclosed Property, any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees, 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 Loan Party, the


 






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Property Manager, any indemnitor or any Borrower Affiliate in respect
of the Mortgage Loan, the Companion Loans or any of their Affiliates and any purchaser of the Mortgage Loan, the Companion Loans
or Foreclosed Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition
of the Foreclosed 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 3.17 of this Agreement; provided, that any compensation
and other remuneration that the Servicer or Certificate Administrator is permitted to receive or retain pursuant to this Agreement
in connection with its duties in such capacity will not be Disclosable Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 8.15(c).


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel
of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other
than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by chapter 1
of the Code (including the tax imposed by Code Section 511 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), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)
of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the
effect that any transfer of a Class R Certificate to such Person may cause the Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding. The terms “United States,” “State” and “International
Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5(a).


 


“Distribution
Date”: The fourth Business Day following the Determination Date in each calendar month, commencing in August 2018.


 


“Distribution
Date Statement”: As defined in Section 4.4(a).


 






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“Due Diligence
Service Provider”: As defined in Section 8.15(b).


 


“Eligible Account”:
A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state-chartered depository institution or trust company that complies with the definition
of Eligible Institution (b) a segregated trust account or accounts maintained with a federal or state chartered depository
institution or trust company acting in its fiduciary capacity and that, in the case of a state chartered depository institution
or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined
capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, as applicable,
or (c) such other account or accounts not listed in clauses (a) or (b) above with respect to which a Rating
Agency Confirmation has been obtained from S&P. An Eligible Account will not be required to be evidenced by a certificate of
deposit, passbook or other instrument.


 


“Eligible Institution”:
(a)  A depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured
debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s
and “F-1” by Fitch in the case of accounts in which funds are held for 30 days or less (or, in the case of accounts
in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A+”
by S&P, “A1” by Moody’s and “A+” by Fitch); provided that in the case of PNC Bank, National Association,
Bank of America, N.A., or Wells Fargo, so long as the ratings by the Rating Agency for the short term unsecured debt obligations
or commercial paper and long term unsecured debt obligations of PNC Bank, National Association, Bank of America, N.A., or Wells
Fargo, as applicable, do not decrease below the ratings in effect as of the Origination Date, PNC Bank, National Association, Bank
of America, N.A., or Wells Fargo, as applicable, will be deemed to be an Eligible Institution or (b) any other depository institution
or trust company insured by the Federal Deposit Insurance Corporation (for which the minimum rating specified in clause (a)
above is not met) maintaining an account that is the subject of a Rating Agency Confirmation from the Rating Agency.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA Plan”:
As defined in Section 5.3(m).


 


“EU Risk Retention
Agreement”: The EU Credit Risk Retention Agreement, dated and effective as of the Closing Date, between Wells Fargo Bank,
National Association, the Trust, the Depositor, the Trustee and the Certificate Administrator.


 


“EU Retention
Requirements”: The risk retention requirements set forth in:


 


(a)       Articles 404
to 410 of the European Union Regulation (EU) No 575/2013/EU, as supplemented by Commission Delegated Regulation (EU) No 625/2014,
including any further technical standards and guidance published in relation thereto as may be effective from time to time;


 






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(b)       Article 135(2)
of Directive 2009/138/EC, as supplemented by Articles 254-257 of the European Union Regulation (EU) No 2015/35,
including any technical standards and guidance published in relation thereto as may be effective from time to time; and


 


(c)       Article 17
of Directive 2011/61/EU, as supplemented by Articles 50-56 of Commission Delegated Regulation (EU) No 231/2013,
including any technical standards and guidance published in relation thereto as may be effective from time to time.


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended from time to time.


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Final Asset
Status Report”: With respect to the Specially Serviced Whole Loan, the initial Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder that does not include
any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Certificateholder
with respect to such Specially Serviced Whole Loan; provided, however, that prior to the occurrence and continuance
of a Control Event, no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder
has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all
of its rights of approval or consent, or has deemed to have approved or consented to such action or the Asset Status Report is
otherwise implemented by the Special Servicer in accordance with the terms of this Agreement. For the avoidance of doubt, the Special
Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Whole Loan in accordance with
the procedures described in Section 3.10(i). Each Final Asset Status Report will be labeled or otherwise identified or communicated
as being final.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest.


 


“Foreclosed
Companion Loan”: Each Companion Loan while the Mortgaged Property is a Foreclosed Property.


 


“Foreclosed
Property”: The Mortgaged Property or other Collateral securing the Whole Loan, title to which has been acquired on behalf
of or in the name of the Trustee for the benefit of the Trust and Companion Loan Holders through foreclosure, deed in lieu of foreclosure
or otherwise.


 


“Foreclosed
Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Sections 3.6
and 3.14.


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 






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“Form ABS
Due Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B)
of the Exchange Act and Rule 17g-10 thereunder.


 


“Form 8-K
Disclosure” The information described in the Form 8-K items set forth under the “Item on Form 8-K”
column on Exhibit T hereto.


 


“Global Certificate”:
As defined in Section 5.2(b).


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, any Borrower Affiliate, any Companion Loan Holder, the Trustee, the Certificate Administrator,
the Servicer or the Special Servicer or in any of their respective Affiliates and (ii) is not connected with the Depositor,
any Borrower Affiliate, any Companion Loan Holder, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer
or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Mortgaged Property or Foreclosed Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal
of comparable properties in the geographic area in which the Mortgaged Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC
were a real estate investment trust (except that the ownership test set forth in that Section of the Code shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate
value of all Classes of Certificates or such other interest in the Certificates as is set forth in an Opinion of Counsel, which
shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust Fund, be delivered
to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided that the
Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person
(including the Special Servicer or the Servicer) if the Trustee and, the Certificate Administrator (or the Servicer or the Special
Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate
Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel
with respect to itself) or the Trust Fund, be to the effect that the taking of any action in respect of any Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)
of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.


 






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“Initial Delivery
Date”: As defined in Section 3.10(i).


 


“Initial Purchaser”:
Wells Fargo Securities, LLC, and its successors-in-interest.


 


“Inquiries”:
As defined in Section 4.5(a)(i).


 


“Institutional
Accredited Investors”: Institutions that are “accredited investors” within the meaning of Rule 501(a)
(1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.


 


“Insurance Proceeds”:
(a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Loan Agreement) other than amounts to be
applied to the restoration, preservation or repair of the Mortgaged Property or to be released to the Loan Parties each in accordance
with the terms of the Loan Agreement, or if not required to be so applied or so released under the terms of the Loan Agreement,
other than amounts applied to the restoration, preservation or repair of the Mortgaged Property in accordance with Accepted Servicing
Practices, (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer pursuant
to Section 3.11, to the extent related to this Agreement only or (c) any other amounts paid by an insurer pursuant
to any insurance policy required to be maintained by the Loan Parties, to the extent allocable to the Whole Loan under the Loan
Documents.


 


“Interest Distribution
Amount”: With respect to any Distribution Date for any Class of Certificates (other than the RR Interest and the
Class R Certificates), the sum of the Current Interest Distribution Amount for such Distribution Date and such Class of Certificates
plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for such Class of Certificates.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Certificates (other than the RR Interest and the Class R Certificates),
the amount by which the Current Interest Distribution Amount for such Class of Certificates and Distribution Date exceeds the portion
of such amount actually paid in respect of such Class on such Distribution Date.


 


“Interested
Person”: As defined in Section 3.16(a)(ii).


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by a Loan Party,
or any Affiliate of any of the Loan Parties, a loan directly or indirectly secured by any of the foregoing or a hedging transaction
(however structured) that references or relates to any of the foregoing.


 


“Investment
Account”: As defined in Section 3.8(a).


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Certificate
Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer or any


 






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Affiliate thereof or the
Special Servicer or any Affiliate thereof has discretion in connection with Investments.


 


“Investment
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate,
a prospective purchaser of a Certificate, the Directing Certificateholder or a Companion Loan Holder and that either (a) such
Person is not a Borrower Affiliate, the Property Manager, or an agent or Affiliate of any of the foregoing, in which case such
Person shall have access to all the reports and information made available to Privileged Persons hereunder, or (b) such Person
is a Borrower Affiliate or the Property Manager, or an agent or Affiliate of the foregoing, in which case such Person shall be
permitted to receive access to the Distribution Date Statements prepared by the Certificate Administrator. The Investor Certification
shall be substantially in the form of Exhibit K-1 or Exhibit K-2 hereto, as applicable, or may be in the
form of an electronic certification contained on the Certificate Administrator’s Website containing the same information
as Exhibit K-1 or Exhibit K-2, as applicable. Investor Certifications may be submitted electronically via
the Certificate Administrator’s Website. The Certificate Administrator may require that Investor Certifications be resubmitted
from time to time in accordance with its policies and procedures.


 


“Investor Q&A
Forum”: As defined in Section 4.5(a).


 


“Investor Registry”:
As defined in Section 4.5(b).


 


“IRS”:
The Internal Revenue Service.


 


“Leases”:
With respect to the Mortgaged Property, a “Lease” as defined in the Loan Agreement.


 


“Lender”:
As defined in the Loan Agreement.


 


“Liquidated
Property”: The Mortgaged Property, if it has been liquidated and the Special Servicer has determined that all amounts
which it expects to recover from or on account of the Mortgaged Property have been recovered.


 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Whole Loan or the
Mortgaged Property (including for the avoidance of doubt, reasonable and customary expenses incurred by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee in connection with the sale of the Whole Loan), such expenses including,
without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee
fees, if any. Liquidation Expenses shall not include any previously incurred expenses which have been previously reimbursed to
the party incurring the same or which were netted against income from any Foreclosed Property and were considered in the calculation
of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 






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“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Mortgage
Loan or the Companion Loans, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted
payoff or other liquidation of the Specially Serviced Whole Loan or the Mortgaged Property, as to which the Special Servicer receives
any Liquidation Proceeds (including by way of discounted payoff), equal to the product of the Liquidation Fee Rate and the Net
Liquidation Proceeds related to such Liquidated Property, the Specially Serviced Whole Loan or the Whole Loan; provided
that any such Liquidation Fee shall be reduced by any Net Modification Fees paid by the Borrower with respect to the Specially
Serviced Whole Loan or the Mortgaged Property that were received and retained by the Special Servicer, but only to the extent those
Net Modification Fees have not previously been deducted from a Work-out Fee or Liquidation Fee; and provided, further,
that the Special Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) a repurchase of the Mortgage
Loan by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement or a Companion Loan under an Other Pooling and
Servicing Agreement (so long as such repurchase occurs within the ninety (90) day time period required by the Mortgage Loan Purchase
Agreement or such time period required by the mortgage loan purchase agreement relating to any such Other Securitization Trust
for the Mortgage Loan Seller to cure or repurchase the Mortgage Loan and, if applicable, such Companion Loan (including any applicable
extended cure periods), or (ii) a sale of the Whole Loan to an Interested Person by the Special Servicer in accordance with
Section 3.16.


 


“Liquidation
Fee Rate”: A rate equal to 0.25%.


 


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of the Whole Loan, the Mortgage Loan, any Companion Loan or the
Mortgaged Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff
or other liquidation of the Whole Loan, the Mortgage Loan or any Companion Loan (other than amounts required to be paid to the
Loan Parties pursuant to law or the terms of the Loan Agreement) including the proceeds of any full, partial or discounted payoff
of the Whole Loan, the Mortgage Loan or any Companion Loan (exclusive of any portion of such payoff or proceeds that represents
Default Interest).


 


“Loan Documents”:
All documents executed or delivered by the Loan Parties (or their Affiliates) evidencing or securing the Whole Loan and any amendment
thereof or thereafter or subsequently added to the Mortgage File, including without limitation the Loan Agreement. For the avoidance
of doubt, the Loan Documents shall not include the Securitization Indemnification Agreements, and the rights of the Mortgage Loan
Seller and other parties to the Securitization Indemnification Agreements thereunder will not be part of the Trust Fund.


 


“Loan Party”:
The Borrower or any Affiliate of the Borrower.


 


“Loan Purchase
Price”: An amount (without duplication) generally equal to the sum of (i) the unpaid principal balance of the Whole
Loan, (ii) accrued and unpaid interest on each Note at the Note Rate through and including the last day of the related Whole
Loan Interest Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances, Administrative
Advances and Companion Loan Advances and fees and amounts owed to the


 






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Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, together with interest on Advances and Companion Loan Advances, (iv) an amount equal to all interest on outstanding
Monthly Payment Advances and (v) any unpaid Trust Fund Expenses and any amounts owed to the parties to this Agreement or any
other amounts owed to parties under any Other Pooling and Servicing Agreement with respect to the related Companion Loan.


 


“Lockbox Account”:
As defined in the Loan Agreement.


 


“Lockbox Agreement”:
As defined in the Loan Agreement.


 


“Major Decision”:
Any of the following:


 


(i)          any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property)
of the ownership of the Mortgaged Property if a Mortgage Loan Event of Default has occurred and is continuing;


 


(ii)         any modification, consent to a modification or waiver of any monetary term of the Whole Loan (other than late fees and Default
Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs)
of the Whole Loan or any extension of the maturity date of the Whole Loan, other than a forbearance with respect to an anticipated
refinancing or sale of the Mortgaged Property after the Maturity Date so long as such extension does not extend beyond 120 days;


 


(iii)        any sale of the defaulted Whole Loan or Foreclosed Property for less than the applicable Loan Purchase Price;


 


(iv)        any determination to bring the Mortgaged Property or any Foreclosed Property into compliance with applicable environmental
laws or to otherwise address hazardous material located at a Foreclosed Property;


 


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


 


(vi)        any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Whole Loan or any
consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence
of additional debt, other than if required pursuant to the specific terms of the Whole Loan and for which there is no material
lender discretion;


 


(vii)       any property management company changes (with respect to the Whole Loan for which the lender is required to consent or approve
under the Loan Documents);


 






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(viii)      releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves other than
those required pursuant to the specific terms of the Whole Loan and for which there is no material lender discretion;


 


(ix)         any acceptance of an assumption agreement releasing the Borrower from liability under the Whole Loan other than pursuant
to the specific terms of the Whole Loan and for which there is no material lender discretion; or


 


(x)          any determination of an Acceptable Insurance Default.


 


“Majority Controlling
Class Certificateholders”: With respect to the Controlling Class, the Holder(s) of Certificates representing more than
fifty percent (50%) of such Controlling Class, by Certificate Balance, as determined by the Certificate Registrar.


 


“Management
Agreement”: As defined in the Loan Agreement.


 


“Material Breach”:
As defined in the Mortgage Loan Purchase Agreement.


 


“Material Document
Defect”: As defined in the Mortgage Loan Purchase Agreement.


 


“Maturity Date”:
The Payment Date in June 2028.


 


“Modification
Fees”: With respect to the 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 Loan Documents (as evidenced by a signed writing) agreed to by the Servicer
or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, defeasance fees, consent fees, Special Servicing
Fees, Liquidation Fees or Work-out Fees). With respect to each of the Servicer and the Special Servicer, in no event shall either
Person be permitted to collect and retain as compensation Modification Fees collected and earned by such Person from the Borrower
(taken in the aggregate with any other Modification Fees collected and earned by such Person from the Borrower) in an aggregate
amount in excess of $1,250,000 (i.e., shall be subject to an aggregate cap of $1,250,000).


 


“Monthly Payment”:
With respect to the Mortgage Loan, any Companion Loan or the Whole Loan, as applicable, and any Distribution Date, the scheduled
payment of interest on the Mortgage Loan, any Companion Loan or the Whole Loan, respectively, and, without duplication, the Balloon
Payment with respect to the Mortgage Loan, any Companion Loan or the Whole Loan, respectively, that is due and payable on the preceding
Payment Date.


 


“Monthly Payment
Advance”: Any advance made with respect to the Mortgage Loan by the Servicer or the Trustee pursuant to Section 3.23(a)
or, if not made by the Servicer, made by the Trustee pursuant to Section 7.6, as applicable. Each reference to the reimbursement
or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement
of interest thereon at the Advance Rate through the date preceding the date of payment or reimbursement.


 






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


 


“Mortgage”:
As defined in the Loan Agreement.


 


“Mortgage File”:
As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.


 


“Mortgage Loan”:
As defined in the Introductory Statement to this Agreement.


 


“Mortgage Loan
Event of Default”: An “Event of Default” as defined in the Loan Agreement.


 


“Mortgage Loan
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated as of the Closing Date, by and between the Mortgage Loan
Seller and the Depositor.


 


“Mortgaged Property”:
The “Property” as defined in the Loan Agreement.


 


“Mortgage Loan
Seller”: WFB.


 


“Net Foreclosure
Proceeds”: The Foreclosure Proceeds with respect to any Foreclosed Property net of any insurance premiums, taxes, assessments,
ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.


 


“Net Liquidation
Proceeds”: The excess of Liquidation Proceeds received with respect to the Mortgaged Property or the Whole Loan, as the
case may be, over the amount of Liquidation Expenses incurred with respect thereto.


 


“Net Modification
Fees”: With respect to the Whole Loan, the sum of (A) the remainder, if any, of (i) any and all Modification
Fees with respect to a modification, waiver, extension or amendment of any of the terms of the Mortgage Loan or any Companion Loan,
minus (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances
and Companion Loan Advances and interest on such Advances and Companion Loan Advances at the Advance Rate to the extent not otherwise
paid or reimbursed by the Borrower but excluding Special Servicing Fees, Work-out Fees and Liquidation Fees) either outstanding
or previously incurred on behalf of the Trust or any Other Securitization Trust with respect to the Mortgage Loan or any Companion
Loan 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 subsequently recovered from the Borrower or otherwise.


 


“Net Proceeds”:
As defined in the Loan Agreement.


 


“Net Trust Note
Rate”: With respect to any Distribution Date and any Trust Note, the annualized rate at which interest would have to
accrue in respect of such Trust Note on the basis of a 360 day year consisting of twelve 30-day months in the Certificate Interest
Accrual Period preceding such Distribution Date in order to produce the aggregate amount of interest (net of interest at the Servicing
Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Certificate Administrator Fee Rate (including
the portion that is the Trustee Fee) and


 






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exclusive of Default Interest) that actually accrues on such Trust Note during the related
Whole Loan Interest Period; provided that any modification of the Mortgage Loan that changes any Note Rate shall be disregarded
for purposes of calculating the Pass Through Rates for the Certificates; provided, further, however, that (i) the Net Trust Note
Rate for the Whole Loan Interest Period for the Payment Dates in (a) January and February in each year that is not a leap year
or (b) in February only in each year that is a leap year (in the case of either (a) or (b), unless the related Distribution Date
is the final Distribution Date), will be the annualized rate at which interest would have to accrue in respect of such Trust Note
on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of
interest at the Servicing Fee Rate, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee) and
the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of any rate at which Default Interest accrues
on such Trust Note) actually accrued on such Trust Note during the related Whole Loan Interest Period, minus the applicable Withheld
Amount and (ii) the Net Trust Note Rate for the Whole Loan Interest Period for the Payment Date in March (or February, if the related
Distribution Date is the final Distribution Date), will be the annualized rate at which interest would have to accrue in respect
of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of
interest (net of interest at the Servicing Fee Rate, the Certificate Administrator Fee Rate (including the portion that is the
Trustee Fee) and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest) actually
accrued on such Trust Note during the related Whole Loan Interest Period, plus the applicable Withheld Amounts.


 


“New Lease”:
Any lease with respect to the Foreclosed 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 5.2(c).


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
to the effect that a contemplated action will not cause (i) the Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates or RR Interest are outstanding or (ii) a “prohibited transaction” or “prohibited contributions”
tax to be imposed on the Trust REMIC at any time that any Certificates or RR Interest are outstanding.


 


“Nonrecoverable
Advance”: Any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which the Servicer or the Trustee has determined, in accordance with Accepted Servicing Practices (in the case
of the Servicer) or good faith and reasonable business judgment (in the case of the Trustee), would not be ultimately recoverable
from subsequent payments or collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect
of the Whole Loan or the Mortgaged Property (in the case of Property Protection Advances) or the Mortgage Loan (in the case of
Monthly Payment Advances or Administrative Advances) pursuant to Section 3.4(c). The Trustee may rely conclusively
upon a determination of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among other
things) the items listed in Section 3.23(h) when making a determination regarding a Nonrecoverable Advance.


 






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“Non-Risk Retained
Certificate Available Funds”: On each Distribution Date, an amount equal to the Non-Risk Retained Percentage of the Aggregate
Available Funds for such Distribution Date.


 


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


 


“Non-Risk Retained
Certificate Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate
of the Certificate Balances of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date
exceeds (ii) the product of (a) the Non-Risk Retained Percentage and (b) the outstanding principal balance of the
Mortgage Loan after giving effect to (x) any payments of principal received with respect to the Payment Date occurring immediately
prior to such Distribution Date and allocated to the Mortgage Loan pursuant to the Co-Lender Agreement and (y) the aggregate
reductions of the principal balance of the Mortgage Loan that have been permanently made as a result of a bankruptcy proceeding,
modification or otherwise.


 


“Non-U.S. Beneficial
Ownership Certification”: As defined in Section 5.3(f).


 


“Non-U.S. Person”:
A Person that is not a U.S. Person.


 


“Note”:
Any of promissory note A-1, A-2, A-3, A-4, A-5, A-6, A-7 or A-8, which are the promissory notes that evidence the Whole Loan.


 


“Note Rate”:
With respect to each Note, the per annum rate at which interest accrues on such Note as set forth in the Loan Agreement
without giving effect to the Default Rate.


 


“NRSRO”:
Any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, including S&P.


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit M executed by an NRSRO (including S&P) 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 (a) such NRSRO is the Rating Agency, or
(b) that such NRSRO has provided the Depositor with the appropriate certifications under paragraph (e) of Rule 17g-5,
such NRSRO has access to the Depositor’s 17g-5 website and any confidentiality provisions relating to information on the
Depositor’s 17g-5 website apply equally to information on the Certificate Administrator’s Website and the 17g-5 Information
Provider’s Website.


 


“Offering Circular”:
The Offering Circular, dated June 14, 2018, for the Certificates (other than the RR Interest).


 


“Officer’s
Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President
or a Vice President (however denominated), the


 






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Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, the Mortgage
Loan Seller or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed
by any of the above designated officers and also 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) with respect to
the Certificate Administrator and the Trustee, a Responsible Officer.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or the
Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.


 


“Original Certificate
Balance”: As defined in the Introductory Statement.


 


“Origination
Date”: May 24, 2018.


 


“Other Depositor”:
With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of
Regulation AB).


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is 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 filing of Form 8-K, Form 10-D 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 and for the purposes of Sections 13.7,
13.8, 13.9 and 13.15 only, 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”: The applicable pooling and servicing agreement or other applicable comparable agreement governing
the creation of any Other Securitization Trust and the issuance of Companion Loan Securities.


 


“Other Securitization
Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a
Companion Loan or Foreclosed Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties
to this Agreement.


 


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below at which interest accrues
on the Certificate Balance of such Class as set forth in the Introductory Statement to this Agreement.


 






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        Class of Certificates
	 	
        Pass-Through
        Rate

        

	Class A Certificates	 	Class A Pass-Through Rate
	Class B Certificates	 	Class B Pass-Through Rate
	Class C Certificates	 	Class C Pass-Through Rate
	Class D Certificates	 	Class D Pass-Through Rate


 


“Payment Date”:
The 11th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day.


 


“Percentage
Interest”: (i) With respect to any Certificate (including, for the avoidance of doubt, the RR Interest, but
other than the Class R Certificates), the initial Certificate Balance of such Certificate divided by the initial Certificate
Balance of all of the Certificates of its Class; (ii) as to any portion of the RR Interest, the initial balance of such RR
Interest divided by the initial Certificate Balance for the entire RR Interest; and (iii) with respect to the Class R Certificates,
the percentage specified on the Certificate held by the Holder of such Certificate.


 


“Permitted Encumbrances”:
As defined in the Loan Agreement.


 


“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 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, any agency or instrumentality of the United States of America 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 S&P to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S.
Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal
Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation
certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm
Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac
debt obligations, and Fannie Mae debt


 






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obligations rated at least “A-1” by S&P, if
such obligations mature in 60 days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P,
if such obligations mature in 365 days or less;


 


(ii)         federal funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having
maturities of not more than 365 days of any commercial bank organized under the laws of the United States of America or any state
thereof or the District of Columbia, the short-term debt obligations of which are rated (a) “A-1” (or the equivalent)
by S&P and, if it has a term in excess of three months, the long-term debt obligations of which are rated “AAA”
(or the equivalent) by S&P and (b) if not rated by S&P, otherwise acceptable to the Rating Agency, and in any such
case as confirmed in a Rating Agency Confirmation relating to the Certificates;


 


(iii)        deposits that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);


 


(iv)        commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days, in
the case of such investments with maturities of thirty (30) days or less, the short term obligations of which are rated at least
“A-1+” by S&P (or “A-1” by S&P, if the obligations mature within 60 days) and, if it has a term
in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by S&P, or
if not so rated by S&P, otherwise acceptable to S&P, and in any such case as confirmed in a Rating Agency Confirmation;


 


(v)         any money market fund that (a) has substantially all of its assets invested continuously in the types of investments
referred to in clause (i) above, (b) has net assets of not less than $5,000,000,000, (c) maintains a constant
net asset value, and (d) has the highest rating obtainable from S&P;


 


(vi)        the Wells Fargo Money Market Funds, so long as it maintains a constant net asset value and is rated “AAAm” by
S&P;


 


(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 S&P 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


 


(viii)      such other investments as to which S&P shall have delivered a Rating Agency Confirmation


 






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provided, however, that with
respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified
rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript,
and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a “cash
flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar
of principal due at maturity that cannot vary or change and (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; 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 the 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 Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not cause the Trust REMIC to fail to qualify as a REMIC. Permitted Investments that are subject to prepayment or call may
not be purchased at a price in excess of par. All investments shall mature or be redeemable upon the option of the holder thereof
on or prior to the earlier of (x) three months from the date of their purchase and (y) 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, insurance commissions or
fees, property condition report fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in
connection with any services performed by such party with respect to the Mortgage Loan, the Companion Loans or the Foreclosed Property
in accordance with this Agreement.


 


“Permitted Transferee”:
Any Person or agent of such Person 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
would not cause the Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified
Non-U.S. 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. Person or (e) a U.S. 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. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan”:
As defined in Section 5.3(m).


 






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“Plan Fiduciary”:
As defined in Section 5.3(m).


 


“Prime Rate”:
The “prime rate” published in the “Money Rates” section of The Wall Street Journal; if The Wall
Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent publication that
publishes such “prime rate”, and if such “prime rate” is no longer generally published or is limited, regulated
or administered by a governmental or quasi-governmental body, then the Servicer shall reasonably select a comparable interest rate
index.


 


“Principal Distribution
Amount”: For each Distribution Date and the Certificates in the aggregate (other than the RR Interest and the Class R
Certificates), the sum of (i) the Non-Risk Retained Percentage of the Regular Principal Distribution Amount for such Distribution
Date and (ii) the aggregate unpaid Principal Shortfalls in respect of prior Distribution Dates.


 


“Principal Shortfall”:
For each Distribution Date, the amount by which the Non-Risk Retained Percentage of the Regular Principal Distribution Amount for
such Distribution Date exceeds the amount actually distributed in respect of principal to the Sequential Pay Certificates on such
Distribution Date.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party, on the one hand, and the Trustee, the Servicer or the Special Servicer, on the other hand, related to the Specially Serviced
Whole Loan or the exercise of the Directing Certificateholder’s consent or consultation rights or the consultation rights
of the Risk Retention Consultation Party under this Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined, and notified the Servicer, could compromise the Trust’s position in any ongoing or future negotiations
with the Borrower or other interested party or (iii) information subject to attorney-client privilege; provided, however,
that the Certificate Administrator shall not be under any obligation to review whether any inquiry or response contains such direct
communication with the Directing Certificateholder.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchaser, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Risk Retention Consultation Party, any Companion Loan Holder, the Mortgage Loan Seller or Directing
Certificateholder that delivers an Investor Certification, any other Person who provides the Certificate Administrator with an
Investor Certification and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator, which Investor Certification
and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website. For purposes of obtaining
access to information in the possession of the Certificate Administrator and/or receiving any information or report from the Certificate
Administrator’s Website (including accessing the Investor Q&A Forum), other than Distribution Date Statements only, each
Borrower Affiliate, the Property Manager, and any of their respective agents or Affiliates (in each case, as evidenced by an Investor
Certification in the form of Exhibit K-2 hereto) shall be deemed to not be a “Privileged Person”. The foregoing
provisions shall not limit the Servicer’s rights to post information to its website in accordance with Section 8.15(c)
hereof.


 


“Pro Rata and
Pari Passu Basis”: As defined in the Co-Lender Agreement.


 






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“Property Manager”:
The “Manager” as defined in the Loan Agreement.


 


“Property Protection
Advances”: As defined in Section 3.23(b).


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Rated Final
Distribution Date”: The Distribution Date in June 2036.


 


“Rating Agency”:
S&P


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic format) by the Rating
Agency that a proposed action, failure to act or other event specified in this Agreement or the Loan Documents 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 S&P) immediately prior to the occurrence of the action, failure to act or other event with respect to which
Rating Agency Confirmation is sought which Rating Agency Confirmation may be obtained or deemed to be satisfied as set forth in
Section 3.26 hereof; provided, that a written waiver (which may be in electronic format) or other acknowledgment
from S&P indicating its decision not to review or to decline 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 S&P with respect to such matter,
as set forth in Section 3.26. With respect to any matter affecting any Companion Loan, so long as such Companion Loan
(or any portion thereof) is included in an Other Securitization Trust, any Rating Agency Confirmation shall also refer to the
Companion Loan Rating Agency Confirmation from each related Companion Loan Rating Agency to the extent provided in Section 3.26.
At any time during which no Certificates are rated by S&P, no Rating Agency Confirmation shall be required from S&P.


 


“Rating Agency
Inquiry”: As defined in Section 4.5(d).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.5(d).


 


“Realized Loss”:
Any Non-Risk Retained Certificate Realized Loss or Risk Retained Certificate Realized Loss, as applicable.


 


“Record Date”:
With respect to each Distribution Date, the close of business on the last Business Day of the calendar month preceding the month
in which such Distribution Date occurs.


 


“Regular Certificates”:
The Class A, Class B, Class C and Class D Certificates and the RR Interest.


 


“Regular Principal
Distribution Amount”: For each Distribution Date and the Certificates in the aggregate (other than the RR Interest and
the Class R Certificates), the sum of (a) all amounts collected or advanced in respect of principal with respect to the Mortgage
Loan during the related Collection Period and (b) the principal portion of the Repurchase Price or any purchase price, all
amounts received in respect of principal from Net Liquidation Proceeds,


 






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Condemnation Proceeds or Insurance Proceeds or otherwise
received in respect of principal allocated to the Mortgage Loan.


 


“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. Each of the parties hereto acknowledge
that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered and reporting were
required at all times.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Global Certificate”: As defined in Section 5.2(a).


 


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


 


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.


 


“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through
860G of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


 


“Remittance
Date”: With respect to each Distribution Date, the Business Day immediately preceding such Distribution Date.


 


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


 


“REO Management
Fee”: As to the Mortgaged Property when it is Foreclosed Property, a fee payable out of the Foreclosed Property Account
to the Successor Property Manager for managing the Mortgaged Property while it is owned by the Trust Fund, which shall be reasonable
and customary in the market in which the Mortgaged Property is located.


 


“Reporting Servicer”:
The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.2(d) only, any communication, whether oral or written, which need
not be in any specific form.


 


“Repurchase
Mortgage File”: With respect to any repurchase of the Mortgage Loan pursuant to Section 2.8, the Mortgage
File.


 


“Repurchase
Price”: An amount with respect to the Mortgage Loan (without duplication) equal to the sum of (i) the unpaid principal
balance of the Mortgage Loan,


 






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(ii) accrued and unpaid interest on each Trust Note at the Note Rate (exclusive of the Default
Rate) to and including the last day of the related Whole Loan Interest Period in which the repurchase is to occur on the portion(s)
of the amount in clause (i) being reduced from the principal balance of the Mortgage Loan), (iii) unreimbursed
Property Protection Advances and Administrative Advances together with interest on such Advances allocable to the Mortgage Loan
pursuant to the Co-Lender Agreement, (iv) an amount equal to all interest on outstanding Monthly Payment Advances, (v) any
unpaid Trust Fund Expenses allocable to the Mortgage Loan pursuant to the Co-Lender Agreement and (vi) any other out-of-pocket
expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator or
the Trustee arising out of the sale of the Whole Loan or enforcement of the repurchase obligation, as applicable. No Liquidation
Fee shall be payable by the Mortgage Loan Seller in connection with a repurchase of the Mortgage Loan due to a Material Breach
or a Material Document Defect pursuant to the Mortgage Loan Purchase Agreement (so long as such repurchase occurs within the ninety
(90) day time period required by the Mortgage Loan Purchase Agreement for the Mortgage Loan Seller to cure or repurchase the Mortgage
Loan (including any applicable extended cure periods)).


 


“Repurchase
Request”: With respect to the Mortgage Loan, any request or demand whether oral or written that the Mortgage Loan be
repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation
or warranty.


 


“Repurchase
Request Recipient”: As defined in Section 2.2(d).


 


“Repurchase
Request Withdrawal”: As defined in Section 2.2(d).


 


“Repurchased
Note”: As defined in Section 3.29.


 


“Repurchased
Seller”: As defined in Section 3.29.


 


“Requesting
Holders”: As defined in Section 3.7(e).


 


“Requesting
Party”: As defined in Section 3.26.


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance
(taking into account any Trust Appraisal Reduction Amount as of such Distribution Date) that would be required to be made on the
related Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Payment (or an Assumed Monthly Payment)
for the related Payment Date (or an assumed Payment Date) less (b) the aggregate compensation payable on such Remittance Date
to the Servicer in respect of the Servicing Fee, to the Certificate Administrator in respect of the Certificate Administrator Fee
(including the portion that is the Trustee Fee) and to CREFC® in respect of the CREFC® Intellectual
Property Royalty License Fee.


 


“Required Risk
Retained Percentage”: 5.0%.


 


“Reserve Account”:
Any “Reserve Fund” (as defined in the Loan Agreement).


 






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


 


“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 also, 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 also, 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, and in the
case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name
and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the
Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Party”: As defined in the definition of “Certificateholder”.


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retained Monthly
Payment”: The Monthly Payment due on the Payment Date occurring in July 2018.


 


“Retaining Sponsor”:
WFB.


 


“Risk Retained
Allocation Percentage”: An amount expressed as a percentage equal to the Required Risk Retained Percentage divided by
the Non-Risk Retained Percentage.


 


“Risk Retained
Certificate Available Funds”: With respect to any Distribution Date, an amount equal to the Required Risk Retained Percentage
of the Aggregate Available Funds for such Distribution Date.


 


“Risk Retained
Certificate Interest Distribution Amount”: With respect to any Distribution Date and the RR Interest, an amount equal
to the product of (i) the Risk Retained Allocation Percentage and (ii) the aggregate amount of interest distributed to
the Holders of the Non-Risk Retained Certificates pursuant to clauses first, fourth, seventh and tenth
of Section 4.1(a) on such Distribution Date.


 


“Risk Retained
Certificate Principal Distribution Amount”: With respect to any Distribution Date and the RR Interest, an amount
equal to the product of (i) the Risk Retained Allocation Percentage and (ii) the aggregate amount of principal distributed
to the Holders of the Non-Risk Retained Certificates pursuant to clauses second, fifth, eighth and eleventh
of Section 4.1(a) on such Distribution Date.


 


“Risk Retained
Certificate Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the Certificate
Balance of the RR Interest after giving effect to distributions made on such Distribution Date exceeds (ii) the product of
(a) the Required Risk Retained Percentage and (b) the outstanding principal balance of the Mortgage Loan after giving


 






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effect to (x) any payments of principal received with respect to the Payment Date occurring immediately prior to such Distribution
Date and allocated to the Mortgage Loan pursuant to the Co-Lender Agreement, and (y) the aggregate reductions of the principal
balance of the Mortgage Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


“Risk Retained
Certificates”: The RR Interest.


 


“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50%
of the RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time. The initial Risk Retention
Consultation Party shall be Wells Fargo.


 


“Risk Retention
Period”: The period from the Closing Date until the date on which the Credit Risk Retention Rules and the EU Risk Retention
Rules have been officially repealed or abolished in their entirety or officially determined by the relevant regulatory agencies
to be no longer applicable to the transaction or the Risk Retained Certificates.


 


“RR Interest”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-5
hereto and designated as an “RR Interest”.


 


“RR Interest
Owner”: A Person who owns any portion of the RR Interest, as identified to the Certificate Administrator in writing.
Wells Fargo Bank, National Association is the RR Interest Owner of 100% of the RR Interest as of the Closing Date.


 


“RR Interest
Rate”: As defined in the Introductory Statement.


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1
Notice”: As defined in Section 2.2(d).


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A
Global Certificate”: As defined in Section 5.2(b).


 


“Rule 144A
Information”: As defined in Section 3.21(c).


 


“Rule 144A
Information Recipients”: As defined in Section 3.21(c).


 


“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).


 






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“Sarbanes-Oxley
Certification”: With respect to an Other Securitization Trust, the certification required to be filed together with such
Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the
Exchange Act.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, 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 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.


 


“Securitization
Indemnification Agreements”: (i) The indemnification agreement, dated as of June 8, 2018, among the Depositor,
the Initial Purchaser, the Mortgage Loan Seller and the Borrower, (ii) the indemnification agreement, dated as of June 14,
2018, among the Depositor, the Initial Purchaser, the Mortgage Loan Seller and the Borrower, and (iii) the indemnification
agreement, dated as of July 2, 2018, among the Depositor, the Initial Purchaser, the Mortgage Loan Seller and the Borrower.


 


“Sequential
Pay Certificates”: The Certificates other than the Class R Certificates and the RR Interest.


 


“Servicer”:
Wells Fargo, or if any successor Servicer is appointed as herein provided, such successor servicer.


 


“Servicer Customary
Expense”: As defined in Section 3.17.


 


“Servicer Investment
Personnel”: As defined in Section 6.5(a).


 


“Servicer Servicing
Personnel”: As defined in Section 6.5(a).


 


“Servicer Termination
Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Whole Loan
or any other assets of the Trust by an entity (other than the Certificate Administrator or Trustee) that meets the definition of
“servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth
in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning
commonly understood by participants in the commercial mortgage-backed securities industry.


 


“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 L hereto.


 


“Servicing Fee”:
With respect to the Mortgage Loan, each Companion Loan and any Foreclosed Property, a fee payable monthly to the Servicer pursuant
to Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal amount, on
the


 






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same
interest accrual basis, and for the same Whole Loan Interest Period respecting which any related interest payment on the Mortgage
Loan or such Companion Loan, as the case may be, is (or would have been) computed.


 


“Servicing Fee
Rate”: With respect to (i) the Mortgage Loan (including any Foreclosed Property in respect thereof), 0.00250% per
annum and (ii) each Companion Loan (including any Foreclosed Property in respect thereof), 0.00125% per annum.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer, that is performing activities that address the Applicable Servicing Criteria
as of any date of determination.


 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Whole
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“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 Relevant 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 Loan
Documents. The parties to this Agreement acknowledge that that in the event the Mortgaged Property securing a Companion Loan is
a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
Trust that includes such Companion Loan, the date on which quarterly financial statements are required to be delivered to the related
lender under the Loan Documents is, with respect to net operating income information, twenty (20) days following the end of each
fiscal quarter, subject to the terms of the Loan Agreement.


 


“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 5.3(m).


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
AEGON USA Realty Advisors, LLC, an Iowa limited liability company, or if any successor special servicer is appointed as herein
provided, such successor special servicer.


 


“Special Servicer
Customary Expenses”: As defined in Section 3.17.


 


“Special Servicer
Investment Personnel”: As defined in Section 6.5(b).


 


“Special Servicer
Servicing Personnel”: As defined in Section 6.5(b).


 






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“Special Servicer
Termination Event”: As defined in Section 7.1(a).


 


“Special Servicing
Fee”: If a Special Servicing Loan Event occurs, a fee payable monthly to the Special Servicer equal to an amount computed
on the basis of the same principal amount and for the same period respecting which any related interest payment on the Whole Loan
is computed, at a rate of 0.25% per annum until the Special Servicing Loan Event with respect to the Specially Serviced
Whole Loan no longer exists. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the
Special Servicer under this Agreement.


 


“Special Servicing
Loan Event”: With respect to the Whole Loan, the Mortgage Loan or any Companion Loan, (i) the Borrower has not made
two consecutive Monthly Payments (other than a Balloon Payment) (and has not cured at least one such delinquency by the next Payment
Date under the Loan Documents) in respect of the Whole Loan; (ii) the Servicer, and/or the Trustee have made two consecutive
Monthly Payment Advances with respect to the Mortgage Loan or any master servicer and/or trustee under any Other Pooling and Servicing
Agreement has made two consecutive Companion Loan Advances with respect to such Companion Loan (in each case, regardless of whether
such Monthly Payment Advances or Companion Loan Advances, as applicable, have been reimbursed); (iii) the Borrower fails to
make the entire Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before the due date of such
Balloon Payment, documentation reasonably satisfactory in form and substance to the Servicer that provides that a refinancing of
the Whole Loan, Mortgage Loan or any Companion Loan or sale of the Mortgaged Property will occur within 120 days after the date
on which such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur 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 Servicer is required to make a Monthly Payment Advance at any time prior to such refinancing or sale); (iv) the
Servicer and/or Special Servicer has received notice that the Borrower has become the subject as debtor of any bankruptcy, insolvency
or similar proceeding, admitted in writing the inability to pay its debts as they come due or made an assignment for the benefit
of creditors; (v) the Servicer and/or Special Servicer has received notice of a foreclosure or threatened foreclosure of any
lien on the Mortgaged Property; (vi) the Borrower has expressed in writing to the Servicer or the Special Servicer an inability
to pay the amounts owed under the Mortgage Loan or the Companion Loans in a timely manner, (vii) in the judgment of the Servicer
(consistent with Accepted Servicing Practices), a default in the payment of principal or interest under the Whole Loan, the Mortgage
Loan or any Companion Loan is reasonably foreseeable and is not likely to be cured by the Borrower within 60 days; or (viii) a
default under the Whole Loan, the Mortgage Loan or any Companion Loan of which the Servicer has notice (other than a failure by
the Borrower to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders or
any Companion Loan Holder has occurred and remains unremedied for the applicable grace period specified in the Loan Documents (or,
if no grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect
to the circumstances described in clauses (i), (ii) and (iii) above, when the Borrower has brought
the Whole Loan current (including pursuant to the workout of the Whole Loan) and, with respect to clauses (i) and (ii)
above, thereafter made three consecutive full and timely Monthly Payments on the Whole Loan, and in the case of any of clauses (i),
(ii) or (iii) pursuant to the workout of the Whole Loan or (b) with respect to the circumstances described
in


 






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clauses (iv),
(v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Servicer
and/or Special Servicer, as applicable (consistent with the Accepted Servicing Practices); provided, in any case, that
at that time no other circumstance exists (as described above) that would constitute a Special Servicing Loan Event.


 


“Specially Serviced
Whole Loan”: The Whole Loan during the occurrence of a Special Servicing Loan Event.


 


“Startup Day”:
As defined in Section 12.1(c).


 


“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 industry) of the Whole Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Whole Loan under the direction or authority of the Servicer
(or a Sub-Servicer of the Servicer), the Special Servicer or an Additional Servicer (or a Sub-Servicer of an Additional Servicer).


 


“Subsequent
Asset Status Report”: As defined in Section 3.10(i).


 


“Sub-Servicer”:
Any Person that (i) Services the Whole Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible for
the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with
respect to the Whole Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor Property
Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trust, to serve
as manager of a Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from S&P, will not result
in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates or any Companion Loan Securities by S&P.


 


“Tax Matters
Person”: The Person designated as the “tax matters person” of the Trust REMIC, pursuant to Treasury Regulations
Section 1.860F-4(d).


 


“Temporary Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(g).


 


“Terminating
Party”: As defined in Section 7.1(g).


 


“Transaction
Parties”: As defined in Section 5.3(m).


 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 






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“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “Wells Fargo Commercial Mortgage Trust
2018-1745”.


 


“Trust Appraisal
Reduction Amount”: Any portion of the Appraisal Reduction Amount allocated to the Trust Notes.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Mortgage Loan, including the Trust Notes together
with the Mortgage File (exclusive of the original Companion Notes) relating thereto (other than the rights of the Lender under
the Securitization Cooperation Provisions, which rights shall be retained by the Mortgage Loan Seller and shall not be assigned
to the Trustee under this Agreement); (ii) all scheduled and unscheduled payments on or collections in respect of the Trust
Notes; (iii) any Foreclosed Property (to the extent of the Trust’s interest therein); (iv) all revenues received
in respect of any Foreclosed Property; (v) the Servicer’s, Special Servicer’s and the Trustee’s rights under
the insurance policies with respect to the Mortgaged Property required to be maintained pursuant to this Agreement and any proceeds
thereof; (vi) any indemnities or guaranties given as additional security for the Trust Notes; (vii) all funds deposited
in the Collection Account (other than the Retained Monthly Payment) and the Distribution Account, including reinvestment income
thereon (except as otherwise provided herein); (viii) any environmental indemnity agreements relating to the Mortgaged Property;
(ix) the rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement; (x) the security interest in
the Reserve Accounts granted pursuant to Section 2.1; and (xi) the proceeds of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without limitation,
all interest on Advances and any other unanticipated expenses of the Trust reimbursable or payable by the Borrower under the Loan
Agreement (to the extent not reimbursed by the Borrower or deemed a Nonrecoverable Advance)) and all other amounts (such as indemnification
payments, Special Servicing Fees, Work-out Fees and Liquidation Fees), in each case permitted to be retained, reimbursed or withdrawn
and remitted by the Servicer, the Special Servicer or the Certificate Administrator (on behalf of itself or the Trustee), as applicable,
from the Collection Account or the Distribution Account pursuant to this Agreement. Expenses incurred as a result of the exercise
by the Servicer or Special Servicer of any right granted under the Loan Documents to obtain terrorism insurance in the event that
the Borrower (i) is not required to purchase such terrorism insurance or (ii) is only required to purchase terrorism
insurance up to a cap will be a Trust Fund Expense.


 


“Trust Notes”:
As defined in the Introductory Statement.


 


“Trust REMIC”:
A REMIC comprising the Trust Fund, the assets of which consist of all of the assets of the Trust Fund.


 


“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or if any successor trustee
is appointed as herein provided, such successor trustee.


 






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“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5
which will accrue at the Trustee Fee Rate.


 


“Trustee Fee
Rate”: $250 per month, as further described in the definition of “Certificate Administrator Fee Rate”.


 


“Uninsured Cause”:
With respect to the Whole Loan, any cause of damage to the Mortgaged Property subject to the Mortgage such that the complete restoration
of the Mortgaged Property is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance
policy required to be maintained with respect thereto pursuant to the terms of the Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Whole Loan
or upon foreclosure or liquidation of the Mortgaged Property (net of related foreclosure expenses and Liquidation Expenses) during
the related Collection Period including, but not limited to, prepayments due to acceleration of the Whole Loan, Net Liquidation
Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments
and collections on the Whole Loan not scheduled to be received, other than Monthly Payments or the Balloon Payment.


 


“U.S. Person”:
A Person that is (i) a citizen or resident alien of the United States; (ii) a corporation, partnership (except as provided
in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State of
the United States or the District of Columbia, including any entity treated as a corporation or partnership for federal income
tax purposes; (iii) an estate that is subject to United States federal income tax regardless of the source of its income;
(iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust,
and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as a U.S.
Person); or (v) any other Person that is disregarded as separate from its ownership for U.S. federal income tax purposes and
whose owner is described in clauses (i) through (iv) above.


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes of Certificates (other
than the Class R Certificates) in an amount (expressed as a percentage) for any such Class equal to the aggregate Certificate
Balance of such Class (and when specified in this Agreement in connection with certain votes, taking into account any notional
reduction in such Certificate Balance for the Trust Appraisal Reduction Amounts allocated to such Certificates), in each case,
determined as of the prior Distribution Date, divided by the aggregate Certificate Balance of all Classes of Certificates (and,
when specified in this Agreement in connection with certain votes, taking into account any notional reduction in such Certificate
Balances for the Trust Appraisal


 






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Reduction
Amounts allocated to such Certificates), in each case determined as of the prior Distribution Date. The Class R Certificates
shall not be allocated any Voting Rights.


 


“Wells Fargo”:
Wells Fargo Bank, National Association, a national banking association, and its successors-in-interest.


 


“WFB”:
As defined in the Introductory Statement.


 


“Whole Loan”:
As defined in the Introductory Statement to this Agreement.


 


“Whole Loan
Default”: A “Default” as defined in the Loan Agreement.


 


“Whole Loan
Interest Period”: For the first Payment Date, the period commencing on May 24, 2018 and ending on (and including)
June 10, 2018, and for each Payment Date thereafter, the period commencing on the 11th calendar day of the month
immediately preceding the month in which such Payment Date occurs, and ending on (and including) the 10th calendar day
of the month in which such Payment Date occurs.


 


“Work-out Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.25% of each payment of principal and interest
(other than Default Interest) made on the Whole Loan following the execution of a written agreement with the applicable Loan Parties
negotiated by the Special Servicer, if a Special Servicing Loan Event is terminated following resolution of such Special Servicing
Loan Event by such agreement (for so long as another Special Servicing Loan Event does not occur); provided that any such
Work-out Fee shall be reduced by any Net Modification Fees paid by the Borrower with respect to the Whole Loan that were received
and retained by the Special Servicer, but only to the extent those Net Modification Fees have not previously been deducted from
a Work-out Fee or Liquidation Fee (each amount of the Work-out Fee will be reduced to an amount (but not to an amount less than
zero) until the aggregate amount of such reductions equals such Net Modification Fees).


 


“Yield Maintenance
Allocation Amount”: As defined in Section 4.3.


 


“Yield Maintenance
Default Premium”: As defined in the Loan Agreement.


 


“Yield Maintenance
Premium”: As defined in the Loan Agreement.


 


1.2.           Interpretation. (a)  Whenever this Agreement refers to a Distribution Date and a “related”
Collection Period, Whole Loan Interest Period, Certificate Interest Accrual Period or Payment Date, such reference shall be to
the Collection Period, Whole Loan Interest Period, Certificate Interest Accrual Period or Payment Date, as applicable, occurring
immediately preceding or most recently ended prior to, as applicable, such Distribution Date.


 


(b)           
Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference
shall be to the Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


 


(c)           
The words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any


 






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particular
provision of this Agreement, and Section and Exhibit references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified.


 


(d)           
Calculations of interest on the Regular Certificates shall be computed on the basis of a 360-day year consisting of twelve
30-day months.


 


1.3.           Certain Calculations in Respect of the Mortgage Loan, Companion Loans. (a)  All amounts collected by or
on behalf of the Trust in respect of the Whole Loan in the form of payments from or on behalf of the Borrower, including Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof
necessary to be applied to the restoration, preservation or repair of the Mortgaged Property or to be released to the Borrower
in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents and the Co-Lender Agreement
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the
Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such
terms authorize the Lender to use its discretion and in any event for purposes of calculating distributions hereunder after a Mortgage
Loan Event of Default, all such amounts collected in respect of the Whole Loan (exclusive of any amounts payable to Companion Loan
Holders pursuant to the terms of the Co-Lender Agreement) shall be deemed to be applied by the Servicer in the following order
of priority: first, as a recovery of any unreimbursed Advances plus interest accrued thereon at the Advance Rate and, if
applicable, unreimbursed Liquidation Expenses and unpaid Trust Fund Expenses allocated to the Mortgage Loan; second, as
a recovery of Nonrecoverable Advances plus interest accrued thereon at the Advance Rate to the extent previously reimbursed from
principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest on each Trust
Note that has not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid interest
on such outstanding Trust Note at the Net Trust Note Rate (without giving effect to any increase in the Net Trust Note Rate required
under the Loan Agreement as a result of a Mortgage Loan Event of Default) through and including the end of the Whole Loan Interest
Period in which such collections were received by or on behalf of the Trust, over (ii) the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Payment Advances for the Mortgage Loan that have occurred
under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not
been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates),
on a pro rata and pari passu basis; fourth, as a recovery of principal due and payable on each Trust Note,
including by reason of acceleration of the Whole Loan following a Mortgage Loan Event of Default (or, if the Whole Loan has been
liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), on a pro rata and
pari passu basis, in each case until their respective principal balances have been reduced to zero; fifth, as a recovery
of accrued and unpaid interest on each Trust Note to the extent of the cumulative amount of the reductions (if any) in the amount
of the interest portion of the related Monthly Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued
and unpaid interest pursuant to this clause fifth on earlier dates), on a pro rata and pari passu
basis; sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of,
real estate taxes, assessments and insurance


 






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premiums
and similar items; seventh, as a recovery of any other reserves to the extent then required to be held in escrow; eighth,
as a recovery of any Yield Maintenance Premiums or Yield Maintenance Default Premiums on the Mortgage Loan; ninth, as a
recovery of any Assumption Fees, defeasance fees and Modification Fees then due and owing under the Mortgage Loan; tenth,
as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; and eleventh, as a recovery
of any other amounts then due and owing under the Mortgage Loan, provided that, to the extent required under the REMIC
Provisions of the Code, payments or proceeds received with respect to the release of any portion of the Mortgaged Property (including
following a condemnation) from the lien of the Mortgage and Loan Documents must be allocated to reduce the principal balance of
the Mortgage Loan in the manner permitted by the REMIC Provisions if, immediately following such release, the loan-to value ratio
of the Mortgage Loan (or the Whole Loan) exceeds 125% (based solely on real property and excluding any personal property and going
concern value).


 


(b)          
Collections by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property, and exclusive of amounts
payable to the Companion Loan Holders pursuant to the Co-Lender Agreement) shall be deemed to be applied in the following order
of priority: first, as a recovery of any unreimbursed Advances plus interest accrued thereon at the Advance Rate and, if
applicable, unreimbursed Liquidation Expenses and unpaid Trust Fund Expenses allocated to the Mortgage Loan; second, as
a recovery of Nonrecoverable Advances plus interest accrued thereon at the Advance Rate to the extent previously reimbursed from
principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest on the Trust
Notes that has not been the subject of a Monthly Payment Advance to the extent of the excess of (i) accrued and unpaid interest
on the each outstanding Trust Note at the Net Trust Note Rate (without giving effect to any increase in the Net Trust Note Rate
required under the Loan Agreement as a result of a Mortgage Loan Event of Default) through and including the end of the Whole Loan
Interest Period in which such collections were received by or on behalf of the Trust, over (ii) the cumulative amount of the
reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Mortgage Loan that have
theretofore occurred under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that
collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth in Section
1.3(a) or clause fifth below on earlier dates), on a pro rata and pari passu basis; fourth,
as a recovery of principal due and payable on each Trust Note, including by reason of acceleration of the Whole Loan following
a Mortgage Loan Event of Default (or, if the Whole Loan has been liquidated, on a pro rata and pari passu basis to
each such Trust Note, as a recovery of principal to the extent of its entire remaining unpaid principal balance), on a pro rata
and pari passu basis, in each case until their respective principal balances are reduced to zero; fifth, as a recovery
of accrued and unpaid interest on each Trust Note to the extent of the cumulative amount of the reductions (if any) in the amount
of the interest portion of the related Monthly Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not theretofore been applied as a recovery
of accrued and unpaid interest pursuant to this clause fifth or clause fifth in Section
1.3(a) on earlier dates), on a pro rata and pari passu basis; sixth, as a recovery of Yield Maintenance
Premiums or Yield Maintenance Default Premiums on the Mortgage Loan; seventh, as a recovery of any Default Interest then


 






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deemed
to be due and owing under the Mortgage Loan; and eighth, as a recovery of any other amounts deemed to be due and owing
in respect of the Mortgage Loan.


 


(c)           
[Reserved.]


 


(d)           
All net present value calculations and determinations made under this Agreement with respect to the Whole Loan, the Mortgage
Loan, the Companion Loans, or the Mortgaged Property or Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely
(i) for principal and interest payments on the Whole Loan, the Mortgage Loan, any Companion Loan, or sale of the Whole Loan,
the Mortgage Loan or such Companion Loan if it is in default, by the Special Servicer the higher of (1) the rate determined
by the Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Loan Parties
on similar debt of the Loan Parties as of such date of determination and (2) the weighted average of the Note Rates on the
Mortgage Loan, the Whole Loan or the Companion Loans, as the case may be, based on its outstanding principal balance and (ii) for
all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or
update of such Appraisal).


 


2.             
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES AND RR INTEREST


 


2.1.           Creation
and Declaration of Trust; Conveyance of the Mortgage Loan. (a)  The Depositor, concurrently with the execution
and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in
trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein
and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now
existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust
Fund”, including without limitation (i) all rights and remedies of the Depositor under the Mortgage Loan
Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, and
(iii) all right, title and interest of the Depositor in and to the Mortgage Loan as of the Closing Date. Such transfer
and assignment includes all payments of interest on the Mortgage Loan due and payable after the Cut-off Date and all
principal payments received after the Cut-off Date.


 


Such sale, transfer and
assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in real or personal property
and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Loan
Parties or any other party under the Loan Documents relating to the Mortgage Loan. Such sale, transfer and assignment further include
all Loan Documents relating to the Mortgage Loan (other than the Securitization Cooperation Provisions). Notwithstanding anything
to the contrary herein, the rights of the Lender under Article 13 of the Loan Agreement shall be retained by the Mortgage Loan
Seller and shall not be part of the Trust Fund.


 


(b)           
In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian
(i) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision,
together with a


 






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copy
of such Trust Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Wilmington
Trust, National Association, as Trustee for the benefit of Holders of Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial
Mortgage Pass-Through Certificates, Series 2018-1745 and the Companion Loan Holders without recourse or warranty except as set
forth in the Trust and Servicing Agreement, dated as of July 2, 2018, among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee”,
which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee
and (ii) on or before the date occurring 5 days after the Closing Date (the “Delivery Date”), the following
documents or instruments with respect to the Whole Loan (collectively with the original Trust Notes required under clause (i)
above, the “Mortgage File”), in each case executed by the parties thereto:


 


(A)          the original Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any,
constituting additional collateral for the Whole Loan, which letter of credit shall either (i) name as beneficiary “Wells
Fargo Bank, National Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of registered holders of Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745,
and on behalf of the Companion Loan Holders” or (ii) be accompanied by all documentation necessary in order to transfer
all rights of the named beneficiary in such letter of credit to the Servicer on behalf of the Trustee and to receive, after presentment
by the Servicer (in accordance with Section 3.01) to the bank issuing such letter of credit, a reissued letter of credit
in the name of the Servicer on behalf of the Trustee;


 


(B)           an original recorded counterpart of the Mortgage or certified copies of the recorded Mortgage;


 


(C)           the original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording
in the applicable jurisdiction in which the Mortgaged Property is located to “Wilmington Trust, National Association, as
Trustee for the benefit of Holders of Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates,
Series 2018-1745, and on behalf of the Companion Loan Holders, as their interests may appear” without recourse;


 


(D)          an original of the Assignment of Management Agreement;


 


(E)           an original of the Cash Management Agreement;


 


(F)          
The Lockbox Agreement;


 


(G)           where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing


 






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the
assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal
property and other UCC collateral constituting security for repayment of the Whole Loan;


 


(H)           the lender’s title insurance policies (which may be in the form of an electronically issued policy) obtained in connection
with the origination of the Whole Loan (or marked, signed commitments to insure or pro forma title insurance policies),
together with any endorsements thereto;


 


(I)           
any other material written agreements related to the Whole Loan or any other documents delivered by the Lender or the Loan
Parties in connection with the closing of the Whole Loan or with respect to the Whole Loan or any amendment thereof and any legal
opinions delivered in connection with the origination of the Whole Loan;


 


(J)           
all other instruments, if any, constituting additional security for the repayment of the Whole Loan; and


 


(K)           any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


The Depositor shall provide
the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents in its possession constituting
part of the Mortgage File.


 


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


Each Assignment of Mortgage
and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded,
as applicable, by a designee of the Depositor, with instructions to return all such recorded documents, or other evidences of filing
issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In the event that any such document
is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository,
or if any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute
document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything
to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the
original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder
and the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement shall be deemed to have been satisfied
upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable, certified by the public recording
office to be a true and complete copy of the recorded original thereof.


 


The ownership of the
Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the
Trustee for the benefit of the


 






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Certificateholders
and (other than the Trust Notes) the Companion Loan Holders. The Depositor, the Servicer and the Special Servicer agree to take
no action inconsistent with the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties
that the Mortgage Loan has been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating
to the Mortgage Loan that are not delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special
Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document
is required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered
promptly to the Custodian.


 


2.2.          
Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement,
the Trustee acknowledges the assignment to it by the Depositor of the Trust Fund in good faith without notice of adverse claims
and the Custodian declares that it holds and will hold or will cause to be held such documents as are delivered to it constituting
the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the
conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holders.


 


(b)           
The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate
Administrator of its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) the original Trust
Notes specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any, have
been received by the Custodian; and (ii) such original Trust Notes have been reviewed by the Custodian and (A) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to the Mortgage Loan. The Custodian agrees to review or cause to
be reviewed the Mortgage File within thirty (30) days after the Closing Date, and to deliver to the Depositor, the Companion Loan
Holders, the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event), the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review,
that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents have been
executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated
or otherwise defaced, and appear on their faces to relate to the Whole Loan. The Custodian shall have no responsibility for reviewing
the Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian shall be under no duty or obligation
to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid,
genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any
assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements
of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction,
to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is
other than what it purports to be on its face, or whether the title insurance policies relate to the Mortgaged Property.


 


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C)
and (F) of Section 2.1(b) with evidence of


 






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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 for filing or recordation, the delivery requirements of Section
2.1 shall be deemed to have been satisfied on a provisional basis as of the Delivery 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 Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted for filing or recording) is delivered to the Custodian on or before the Delivery Date, and either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in
the case of the documents and/or instruments referred to in clause (ii)(B), (C) and (F) of Section 2.1(b)
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 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after
the Closing Date as the Custodian shall consent to so long as the Depositor provides a certification in writing to the Custodian
no less often than every 90 days that it is attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office such original or photocopy).


 


(c)           
Upon the first anniversary of the Closing Date, the Custodian shall deliver a final exception report as to any remaining
documents that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such document
deficiency to be cured; or (ii) use commercially reasonable efforts to cause the Mortgage Loan Seller to repurchase the Mortgage
Loan pursuant to the Mortgage Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything
to the contrary herein, no Defect (except for a Defect with respect to the documents described in clause (i) of Section 2.1(b)
and the documents described in clauses (ii)(B), (C) and (F) of Section 2.1(b)) or a Defect
that relates to the Mortgage Loan being other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3))
shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection
with (A) an imminent enforcement of the Lender’s rights or remedies under the Mortgage Loan; (B) defending any
claim asserted by the Borrower or third party with respect to the Mortgage Loan; (C) establishing the validity or priority
of any lien on any collateral securing the Mortgage Loan; or (D) any immediate significant servicing obligations, including
without limitation, making a claim under a title policy. The Trustee’s sole remedy against any Mortgage Loan Seller in connection
with a Material Document Defect is to enforce the repurchase claim in accordance with the provisions of the Mortgage Loan Purchase
Agreement.


 


(d)          
If the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer,
as applicable, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”)
or such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or Special Servicer by another party
hereto, then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal
(each, a “Rule 15Ga-1 Notice”) to the Depositor, the Companion Loan Holders and the Mortgage Loan Seller,
in each


 






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case
within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic
means.


 


Each Rule 15Ga-1
Notice shall include (i) the date the Repurchase Communication of the Repurchase Request or Repurchase Request Withdrawal
is received, as applicable, and (ii) in the case of a Repurchase Request, (A) the identity of the Person making such
Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a
statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice
provided pursuant to this Section 2.2(d) is so provided only to assist the Mortgage Loan Seller and Depositor or their
respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act 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 2.2(d) 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 Mortgage Loan Purchase Agreement, including
with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase Request or a Repurchase
Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase
Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred and is continuing),
and include the following statement in the related correspondence: “This is a “Repurchase Request Withdrawal”
under Section 2.2 of this Agreement relating to the Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage
Pass-Through Certificates, Series 2018-1745 requiring action by you as the recipient of such Repurchase Request or Repurchase
Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request
Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with
the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request or Repurchase Request Withdrawal.


 


If the Depositor, the
Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request Withdrawal of
which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special
Servicer, then such party shall promptly give notice of such Repurchase Request Withdrawal to the Servicer or the Special Servicer,
as applicable.


 


In the event that the
Mortgage Loan is repurchased or replaced pursuant to Section 2.9, the Servicer or Special Servicer shall promptly notify
the Depositor, the Certificate Administrator and the Trustee of such repurchase or replacement.


 






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2.3.           Representations and Warranties of the Trustee. (a)  Wilmington Trust, National Association, as Trustee,
hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)            
the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws
of the United States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)           
the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association 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 contract, agreement or other instrument
to which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such
material contract or other instrument would have a material adverse effect on the Trustee’s performance of its obligations
hereunder;


 


(iii)          
except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to the Mortgaged Property as contemplated by Section 8.10, the
Trustee has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and
binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


 


(v)           
the Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Trustee or its properties or might have consequences that would materially affect the
performance of its duties hereunder or thereunder;


 


(vi)          
no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for


 






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the
execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to
the Closing Date;


 


(vii)          no litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)         the Trustee is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies
with the requirements of Section 8.6(c).


 


(b)          
 The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.4.          
Representations and Warranties of the Certificate Administrator.

(a) The Certificate Administrator hereby represents and warrants, for the benefit of the Certificateholders, to the other
parties hereto that as of the Closing Date:


 


(i)            
the Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing
under the laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)           
the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement will not violate the Certificate Administrator’s articles of association 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
contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate
Administrator or any of its assets;


 


(iii)           the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement, which default or breach of such material contract or other instrument would have a material adverse effect on the
Certificate Administrator’s performance of its obligations hereunder;


 


(iv)           this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);


 






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(v)           
the Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement
by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might
have consequences that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)           no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement
or if required, such approval has been obtained prior to the Closing Date;


 


(vii)          the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or
otherwise complies with the requirements of Section 8.6(b); and


 


(viii)         no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement.


 


(b)          
 The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall
survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.5.           Representations and Warranties of the Servicer. (a) Wells Fargo Bank, National Association, as Servicer, hereby represents
and warrants to the other parties hereto that as of the Closing Date:


 


(i)           
 it is a national banking association duly organized, validly existing, and in good standing under the laws of the United
States; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the
jurisdiction where the Mortgaged Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Mortgage Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to
possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver,
and comply with its obligations under this Agreement;


 


(ii)          
the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse


 






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of
time or both, would constitute a default) under any material contract, agreement, or other instrument to which it is a party or
which may be applicable to any of its assets, which violation or default would have consequences that would materially and adversely
affect its ability to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the
Collateral;


 


(iii)           this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject
to the application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)           it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)           
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)           there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)          it has errors and omissions insurance and fidelity bond 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 3.11 hereof.


 


(b)          
 The representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 


2.6.           Representations
and Warranties of the Special Servicer. (a) AEGON USA Realty Advisors, LLC, as Special Servicer, hereby represents
and warrants to the other parties hereto that as of the Closing Date:


 


(i)           
 it is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of
Iowa; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the
jurisdiction where the Mortgaged Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Mortgage Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to
possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver,
and comply with its obligations under this Agreement;


 






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(ii)           
the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability
to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the Collateral;


 


(iii)           this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject
to the application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)           it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)           
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)           there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)          it has errors and omissions insurance and fidelity bond 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 3.11 hereof.


 


(b)          
 The representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 


2.7.           Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to the
other parties hereto that as of the Closing Date:


 


(i)           
 the Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of North
Carolina, with full power and authority to own its property, to carry on its business as presently conducted, to enter into and
perform its obligations under this Agreement, and to create the trust pursuant hereto;


 






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(ii)           
the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate
action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of
the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of,
or constitute a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on
the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it;


 


(iii)           the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated
hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof;


 


(iv)           this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


(v)           
there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely
to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body
(A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which
in the judgment of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor,
materially and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)           the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor
to perform its obligations hereunder;


 


(vii)          other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title
to the Mortgage Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)         the Depositor is accounting for the transfer of the Mortgage Loan as a sale under generally accepted accounting principles
and for federal income tax purposes;


 






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(ix)           
the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent;
and


 


(x)           
 the Depositor has not transferred the Mortgage Loan with an intent to hinder, delay or defraud its creditors.


 


(b)          
 The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer.


 


(c)            
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates or the RR Interest.
Subject to Section 2.8(a) and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator
on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates
or the Mortgage Loan.


 


2.8.         
Representations and Warranties Contained in the Mortgage Loan Purchase Agreement. (a) Upon discovery by the Servicer, the
Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty set
forth in Exhibit A to the Mortgage Loan Purchase Agreement, which representation and warranty was made by the Mortgage Loan Seller
in the Mortgage Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a
Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto and the Companion Loan Holders,
and upon receipt or delivery, as applicable, of such notice the Servicer or Special Servicer, as applicable, shall use commercially
reasonable efforts to cause the Mortgage Loan Seller, to the extent obligated to do so under the Mortgage Loan Purchase Agreement,
to cure such default or defect or repurchase the Mortgage Loan (or a portion of the Mortgage Loan in connection with a Material
Breach or a Material Document Defect) under the terms of and within the time period specified by the Mortgage Loan Purchase Agreement,
it being understood and agreed that none of such Persons has an obligation to conduct any investigation with respect to such matters;
provided, that within ninety (90) days of (1) the receipt by the Mortgage Loan Seller of notice of such Material Document
Defect or Material Breach, as the case may be, or (2) the discovery of such Defect or breach by any party hereto, in the case
of a Defect or breach that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code
Section 860G(a)(3), will be a Material Breach or Material Document Defect, respectively, and with respect to any such Material
Breach or Material Document Defect, the Mortgage Loan Seller shall either (x) repurchase the Mortgage Loan at the Repurchase Price,
(y) promptly cure such Material Document Defect or Material Breach, as the case may be, in all material respects or (z) if such
Material Document Defect or Material Breach is not related to the Mortgage Loan not being a “qualified mortgage” within
the meaning of Code Section 860G(a)(3), indemnify the Trust for the losses directly related to such Material Document Defect or
Material Breach, subject to receipt of Rating Agency Confirmation from S&P with respect to such action; provided, that
in the event that such Material Document Defect or Material Breach does not cause the Mortgage Loan to be other than a “qualified
mortgage” as described in Code Section 860G(a)(3) and is capable of being cured but not within such 90-day period if the
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such


 






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Material
Document Defect or Material Breach, the Mortgage Loan Seller will have an additional 90 days to complete such cure; provided,
further, that with respect to such additional 90-day period, the Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator and the Servicer setting forth the reason why such Material Document
Defect or Material Breach is not capable of being cured within the initial 90-day period and what actions the Mortgage Loan Seller
is pursuing in connection with the cure thereof and stating that the Mortgage Loan Seller anticipates that such Material Document
Defect or Material Breach will be cured within the additional 90-day period. For the avoidance of doubt, no Liquidation Fee will
be payable by the Mortgage Loan Seller in connection with a repurchase of the Mortgage Loan due to a Material Breach or a Material
Document Defect if made in accordance with and within the 90 day period set forth in the Mortgage Loan Purchase Agreement (including
any applicable extended period).


 


(b)           
Upon receipt by the Servicer from the Mortgage Loan Seller of Repurchase Price for the Mortgage Loan (or any portion thereof),
the Servicer shall deposit such amount in the Collection Account, and the Custodian shall, upon receipt of a certificate of a Servicing
Officer certifying as to (1) the receipt by the Servicer of the Repurchase Price (or a portion thereof) and the deposit of the
Repurchase Price (or a portion thereof) into the Collection Account pursuant to this Section 2.8(b) and (2) if applicable,
compliance with the conditions set forth in clause (c) below, (i) release or cause to be released to the designees
of the Mortgage Loan Seller the Repurchase Mortgage File and the Trustee shall execute and deliver such instruments of transfer
or assignment, in each case without recourse, representation or warranty (except that the Mortgage Loan is owned by the Trust and
is being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Mortgage
Loan (or any portion thereof) released pursuant hereto and the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer shall have no further responsibility with regard to such Repurchase Mortgage File and (ii) release or cause to be
released to the Mortgage Loan Seller any escrow payments and reserve funds held by the Trustee, or on the Trustee’s behalf,
in respect of the Mortgage Loan.


 


(c)           
In the event that the Mortgage Loan is repurchased pursuant to this Section 2.8, the Servicer or Special Servicer,
as applicable, shall promptly notify the Depositor of such repurchase.


 


2.9.          
Execution and Delivery of Certificates. The Trustee acknowledges the assignment in trust by the Depositor to the
Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange
therefor, (i) the Certificate Administrator acknowledges and hereby declares that it holds such assets on behalf of the Holders
of the Certificates, (ii) immediately thereafter, the Certificate Administrator acknowledges in exchange therefor that it (y) has
executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates, and (z) has executed
and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, and (iii) the Depositor hereby
acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class R Certificates
evidencing the entire beneficial ownership of the Trust REMIC.


 






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2.10.       
Miscellaneous REMIC Provisions. (a) The Class A, Class B, Class C and Class D Certificates
and the RR Interest are hereby designated as the “regular interests” in the Trust REMIC within the meaning of Section 860G(a)(1)
of the Code. The Class R Certificates and hereby designated as the sole class of “residual interests” in the Trust
REMIC within the meaning of Section 860G(a)(2) of the Code.


 


3.             
ADMINISTRATION AND SERVICING OF THE MORTGAGE Loan


 


3.1.                    Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. Subject to Section 2.8(c),
the Servicer and the Special Servicer, each as an independent contractor, shall service and administer the Mortgage Loan (and the
Companion Loans) and administer Foreclosed Property solely on behalf of the Trust in the best interest of, and for the benefit
of, all the Certificateholders and the Companion Loan Holders as a collective whole as if such Certificateholders and Companion
Loan Holders constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its
good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement,
the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards: (i) the
higher of (a) the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the
Special Servicer, as applicable, services and administers similar loans and administers foreclosed properties for other third-party
portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage
lenders in servicing their own loans and administering their own foreclosed properties, or (b) the same manner in which and
with the same care, skill, prudence and diligence the Servicer or the Special Servicer, as applicable, uses for loans that it owns
or for foreclosed properties it owns and administers; (ii) with a view to the timely collection of (a) all scheduled
payments of principal and interest under the Mortgage Loan and the Companion Loans or, if the Mortgage Loan or any Companion Loan
comes into and continues in default and if no satisfactory arrangements can be made for the collection of the delinquent payments,
the maximization of the recovery on the Whole Loan to the Certificateholders and the Companion Loan Holders (as a collective whole
as if such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis and (b) any
Trust Fund Expenses that are reimbursable or payable by the Borrower under the Loan Documents and (iii) without regard to
any conflict of interest arising from:


 


(A)           any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Affiliate,
the Mortgage Loan Seller, the Companion Loan Holders, the Depositor or any of their respective Affiliates;


 


(B)           the ownership of any Certificate or Companion Loan or any interest in any Companion Loan by the Servicer or the Special
Servicer or by any Affiliate thereof (including any Companion Loan Securities);


 


(C)           in the case of the Servicer, its obligation to make Advances;


 


(D)           the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation
or other fees (other than


 






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Advances),
or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular transaction; or


 


(E)           the ownership, servicing or management for others of any other loans or properties by the Servicer or the Special Servicer,
as applicable, or any of their affiliates.


 


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement
and of the Loan Documents, the Servicer and the Special Servicer each shall have full power and authority, acting alone and/or
through (in the case of the Servicer) one or more sub-servicers as provided in Section 3.2, to do or cause to be done
any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer
and the Special Servicer shall service and administer the Whole Loan in accordance with applicable state and federal law. At the
written request of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney or other documents
being requested, the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney and other documents necessary
or appropriate to enable such Servicer or the Special Servicer to carry out its servicing and administrative duties hereunder,
and the Trustee shall not be held responsible (and shall be indemnified by the Servicer or the Special Servicer) for any negligence
or misuse by the Servicer or the Special Servicer in its uses of any such powers of attorney or other document. Notwithstanding
anything contained herein to the contrary, the Servicer and the Special Servicer shall not without the Trustee’s and the
Certificate Administrator’s prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
or the Certificate Administrator’s name without indicating the representative capacity of the Servicer or the Special Servicer,
as applicable, or (ii) take any action with the intent to, and which actually does cause, the Trustee or the Certificate Administrator
to be registered to do business in any state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Mortgage Loan or the Companion Loans. In connection with any ground lease, the Servicer shall promptly,
and in any event within 60 days following the later of receipt of the applicable ground lease and the Closing Date, notify the
related ground lessor of the transfer of the Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground
lessor that any notices of default under such ground lease should thereafter be forwarded to the Servicer.


 


Except as otherwise expressly
set forth in this Agreement, Wells Fargo, acting in any particular capacity hereunder will not be deemed to be imputed with knowledge
of (a) Wells Fargo, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells
Fargo, acting in any other capacity hereunder, except, in the case of either clause (a) or (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, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of
the same Responsible Officers; provided, however, the knowledge of employees performing special


 






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servicing
functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master
servicing functions shall not be imputed to employees performing special servicing functions.


 


With respect to letters
of credit, if any, delivered in accordance with clause (A)(i) of the definition of “Mortgage File”, (a) within
sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or the Loan
Documents, the Mortgage Loan Seller shall notify the bank issuing the letter of credit that the Servicer on behalf of the Trustee
shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of the Closing Date, the Servicer
shall present such letter of credit and the related assignment documentation delivered by the Mortgage Loan Seller in accordance
with such subclause of the definition of “Mortgage File” to the letter of credit bank issuing such letter of credit
and request that such letter of credit bank reissue the letter of credit in the name of “Wells Fargo Bank, National Association,
as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of Wells Fargo
Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745 and the Companion Loan
Holders”. The Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from the issuing
letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing Date. The
Mortgage Loan Seller shall provide such reasonable cooperation as requested by the Servicer, including without limitation by delivering
such additional assignment or amendment documents required by the issuing bank in order to reissue a letter of credit as provided
above.


 


If a letter of credit
is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated in the preceding
sentence, the Mortgage Loan Seller shall cooperate with the reasonable requests of the Servicer or Special Servicer in connection
with making a draw under such letter of credit. If the Borrower fails to pay any costs and expenses relating to any assignment
of a letter of credit after the Servicer has exercised efforts consistent with Accepted Servicing Practices to collect such costs
and expenses from the Borrower, then the Servicer shall give the Mortgage Loan Seller notice of such failure and the amount of
costs and expenses, and the Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the Mortgage
Loan Purchase Agreement. Neither the Servicer nor the Special Servicer shall have any liability for the failure of the Mortgage
Loan Seller to perform its obligations under the Mortgage Loan Purchase Agreement.


 


The Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Servicer sells its rights
to service the Whole Loan, the Servicer shall assign the applicable letter of credit to the Trust or (with respect to any Specially
Serviced Whole Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case
at the expense of the Servicer. The Servicer hereby indemnifies the Trust for any actual loss caused by the ineffectiveness of
such assignment.


 


3.2.           Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any Sub-Servicer or enter into any
sub-servicing agreement. The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may
enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loan and the Companion
Loans, provided that (i) any such sub-servicing agreement shall be


 






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upon
such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the sub-servicer have agreed, and
(ii) no sub-servicer retained by the Servicer shall grant any modification, waiver, or amendment to the Loan Documents without
the approval of the Servicer. References in this Agreement to actions taken or to be taken, and limitations on actions permitted
to be taken, by the Servicer in servicing the Whole Loan include actions taken or to be taken by a sub-servicer on behalf of the
Servicer. Each sub-servicer shall be (i) authorized to transact business and licensed in the applicable state(s), if, and
to the extent, required by applicable law to enable the sub-servicer to perform its obligations under the applicable sub-servicing
agreement, and (ii) qualified to perform its obligations under the applicable sub-servicing agreement. For purposes of this
Agreement, the Servicer shall be deemed to have received any amount when the sub-servicer receives such amount, irrespective of
whether such amount is remitted to the Servicer for deposit in the Collection Account, any Cash Management Account, any Reserve
Account, any Lockbox Account or the Distribution Account, and actions taken by the sub-servicer shall be deemed to be actions
of the Servicer. The Servicer shall notify the Trustee, the Certificate Administrator, the Loan Parties and the Depositor in writing
promptly upon the appointment of any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of the sub-servicing
agreement. No sub-servicer shall be permitted to enter into any sub-servicing agreement with other sub-servicers without the prior
written consent of the Servicer.


 


(b)          
Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders
for the servicing and administering of the Whole Loan in accordance with the provisions of Section 3.1 without diminution
of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from a sub-servicer,
and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Whole
Loan.


 


(c)           
Any sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the
Trustee if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms
of this Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without
cost or obligation to the Trustee, the successor Servicer, the Trust or the Trust Fund.


 


(d)          
Any sub-servicing agreement, and any other transactions or services relating to the Whole Loan involving a sub-servicer,
shall be deemed to be between the Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor,
the Trust, and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee,
the Certificate Administrator, the Special Servicer or the Depositor to indemnify any such sub-servicer. Notwithstanding anything
in this Agreement to the contrary, the Servicer and the Special Servicer are permitted, at their own expense, or to the extent
that a particular expense is provided herein to be an Advance or a Trust Fund Expense, at the expense of the Trust, to utilize
other agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing
each of their obligations under this Agreement.


 






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(e)           
Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its
duties and obligations hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not
be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing
agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such
delegation, the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone were servicing and administering the Whole Loan as required hereby.


 


(f)           
The parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement and
recognize the respective rights and obligations of the Trust, as holder of the Mortgage Loan, and of the Companion Loan Holders
as holders of the Companion Loans under the Co-Lender Agreement, including: (i) with respect to the allocation of collections
on or in respect of the Whole Loan, and the making of remittances, to the Trust, as holder of the Mortgage Loan, and to the Companion
Loan Holders as holders of the Companion Loans; (ii) with respect to the allocation of expenses and losses relating to the
Whole Loan to the Trust, as holder of the Mortgage Loan, and to the Companion Loan Holders as holders of the Companion Loans and
(iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With
respect to the Whole Loan, the Servicer (if the Whole Loan is not a Specially Serviced Whole Loan) or the Special Servicer (if
the Whole Loan has become a Specially Serviced Whole Loan or the Mortgaged Property has been converted to a Foreclosed Property)
shall prepare and provide to each Companion Loan Holder all notices, reports, statements and communications to be delivered by
the holder of the Mortgage Loan under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by
a servicer and perform all servicing related duties and obligations to be performed by the holder of the Mortgage Loan pursuant
to the Co-Lender Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender
Agreement shall control with respect to the Whole Loan.


 


(g)           
Notwithstanding anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance
of delinquent scheduled monthly payments of principal or interest with respect to any Companion Loan or any Administrative Advance
with respect to any Companion Loan.


 


(h)          
To the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Lender,
maintain a Notes register for the Whole Loan.


 






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3.3.           Cash Management Account. A Cash Management Account has been established pursuant to the terms of the Loan Agreement
and the Cash Management Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with respect to the Cash
Management Accounts under the Loan Agreement, the Cash Management Agreement in accordance with Accepted Servicing Practices and
the other terms of this Agreement and the other Loan Documents.


 


3.4.           Collection Account, Companion Loan Distribution Account and Interest Reserve Account. (a)  The Servicer
shall establish and maintain in the name of “Wells Fargo Bank, National Association, as Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the holders of Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial
Mortgage Pass-Through Certificates, Series 2018-1745, and the Companion Loan Holders, Collection Account” one or more deposit
accounts (the “Collection Account”) on behalf of the Trustee for the benefit of the Certificateholders. The
Collection Account must be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the Collection
Account within two (2) Business Days of receipt of properly identified and available funds the following amounts representing payments
and collections received or made during each Collection Period on or with respect to the Whole Loan (and not otherwise required
to be deposited in the Reserve Accounts):


 


(i)           
 all payments on account of principal on the Whole Loan;


 


(ii)           
all payments on account of interest on the Whole Loan, including Default Interest and Prepayment Fees;


 


(iii)           any amount representing reimbursements by the Loan Parties of Advances, interest thereon, and any other expenses of the
Depositor, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as required by the
Loan Documents or hereunder;


 


(iv)           any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Certificateholders under the Whole Loan;


 


(v)           
any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted
Investments with respect to funds held in the Collection Account;


 


(vi)           all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation
Proceeds, Insurance Proceeds and Condemnation Proceeds; and


 


(vii)          any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer,
including, without limitation, any (1) proceeds of any repurchase of the Mortgage Loan pursuant to Section 2.8(b) hereof
and the Mortgage Loan Purchase Agreement, (2) proceeds of the sale of the Whole Loan by the Special Servicer pursuant to Section
3.16 hereof or (3) amounts payable under the Loan Documents by any Person to the extent not specifically excluded.


 






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The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of Additional Compensation (other than Default Interest and late
payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and
any reimbursement made by the Loan Parties of expenses of the Servicer or the Special Servicer need not be deposited in the Collection
Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the Special Servicer,
as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to the Whole Loan.


 


(b)          
 Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator (with a copy to the Loan Parties) of
the location and account number of the Collection Account and shall notify the Certificate Administrator in writing (with a copy
to the Loan Parties) prior to any subsequent change thereof.


 


(c)           
On or prior to each Remittance Date (or following the securitization of any Companion Loan, in the case of clause (xiii)
below, the earlier of (1) the Remittance Date or (2) the Business Day immediately succeeding the “determination
date” set forth in the related Other Pooling and Servicing Agreement; provided that such “determination date”
shall not be earlier than the Determination Date), prior to the remittance of funds to the Certificate Administrator for deposit
in the Distribution Account pursuant to Section 3.5(a), the Servicer shall make withdrawals from the Collection Account
(which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer) as described below (the
order set forth below constituting an order of priority for such withdrawals):


 


(i)            
to withdraw funds deposited therein in error;


 


(ii)           
to reimburse the Trustee (and the trustee with respect to each Other Securitization Trust) and the Servicer (and the master
servicer with respect to each Other Securitization Trust), in that order, for any Nonrecoverable Advances made by each and not
previously reimbursed pursuant to clause (v)(A) below, together with unpaid interest thereon at the Advance Rate in
the following order of priority: (A) first, to reimburse Nonrecoverable Advances that are Property Protection Advances relating
to the Whole Loan and the Mortgaged Property and interest thereon; (B) second, to reimburse Nonrecoverable Advances that are
Monthly Payment Advances, Administrative Advances or Companion Loan Advances on the Notes and interest thereon, on a pro rata
and pari passu basis; and (C) third, to reimburse the master servicer and Trustee with respect to each Other Securitization
Trust for payments made in excess of its pro rata share of Nonrecoverable Advances previously paid from general collections
on the related Other Securitization Trust;


 


(iii)           concurrently, to pay the Servicing Fee to the Servicer, and to pay the Certificate Administrator Fee (including the portion
that is the Trustee Fee) to the Certificate Administrator, as applicable;


 






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(iv)           to pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account; and (b) the Special Servicing Fee, if any, the Work-out Fee, if
any, and the Liquidation Fee, if any, to the Special Servicer; provided that such fees may be paid out of other amounts
on deposit in the Collection Account to the extent Default Interest and late payment charges are not sufficient to pay such fees
(with respect to clauses (a) and (b), in that order);


 


(v)           
to reimburse the Trustee and the Servicer, in that order, for (A) Advances made by each and not previously reimbursed
from late payments received during the applicable period on the Whole Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and other collections on the Whole Loan; provided that any Advance which has been determined to be a Nonrecoverable
Advance shall be reimbursed pursuant to clause (ii) above and (B) unpaid interest on such Advances at the Advance
Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable Advances, prior
to (x) final liquidation of the Mortgaged Property or (y) the final payment and release of the Mortgage, interest on
such Advances shall only be paid out of Default Interest or late payment charges collected in the related Collection Period and
after (A) final liquidation of the Mortgaged Property or (B) the final payment and release of the Mortgage, interest
on such Advances may be paid out of other amounts on deposit in the Collection Account to the extent Default Interest and late
payment charges are not sufficient to pay for such interest on Advances;


 


(vi)           to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses
incurred by them in connection with the liquidation of the Whole Loan or the Mortgaged Property, and not otherwise covered and
paid by an insurance policy or deducted from the proceeds of liquidation or not previously reimbursed pursuant to clauses (ii)
or (v) above;


 


(vii)          to pay to the Servicer or the Special Servicer, as applicable, as additional compensation, to the extent actually received
from the Borrower (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Loan Documents
or this Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of any late payment fees
and Default Interest (to the extent remaining after payment or reimbursement of any Special Servicing Fees, Liquidation Fees or
Work-out Fees pursuant to clause (iv) above and reimbursement of Advances and interest on Advances pursuant to clause (v)
above), release fees, defeasance fees, Assumption Fees, Assumption Application Fees, substitution fees, Net Modification Fees,
consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, loan
processing fees, loan service transaction fees and similar fees and expenses; provided that such amounts received during
each Collection Period shall not be required to be deposited into the Collection Account and shall be deemed to have been deposited
in the Collection Account and withdrawn pursuant to this clause (vii) solely for the purpose of determining the Aggregate
Available Funds Reduction Amount in connection with the calculation of the Non-Risk Retained Certificate Available Funds and Risk
Retained Certificate Available Funds for the related Distribution Date;


 






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(viii)         to pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer in
that order, for any indemnities, expenses and other amounts then due and payable or reimbursable to each pursuant to the terms
of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 


(ix)           
to the extent not previously paid or advanced, to remit to the Certificate Administrator, to pay (or set aside for eventual
payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities, including, without
limitation, amounts paid pursuant to Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s,
Servicer’s, Special Servicer’s, the Certificate Administrator’s or Trustee’s, as applicable, negligence,
bad faith or willful misconduct, such amounts may not be withdrawn from the Collection Account, but shall be paid by such party
that was negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections 6.6 and 8.13, as applicable;


 


(x)           
to pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment
instructions set forth on Exhibit Q [Exhibit Q to be updated with new payment instructions] hereto or such
other payment instructions as CREFC® may provide from time to time in writing at least two Business Days prior to
the Remittance Date);


 


(xi)           on or prior to the first Remittance Date only, to remit to the Mortgage Loan Seller any collections representing the Retained
Monthly Payment minus the amount of the Servicing Fee;


 


(xii)          to make any other required payments due under the Co-Lender Agreement to the Companion Loan Holders; and


 


(xiii)         to remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion
Loan Holders pursuant to the Co-Lender Agreement with respect to the Companion Loans, exclusive of any outstanding amounts reimbursable
to the Servicer, the Special Servicer, the Trustee or the Trust and allocable to the Companion Loans in accordance with the Co-Lender
Agreement.


 


While the Companion Loans
will be serviced, together with the Mortgage Loan, pursuant to the terms of this Agreement and the Co-Lender Agreement, the master
servicer or trustee with respect to each related Other Securitization Trust may make advances of delinquent scheduled payments
with respect to the related Companion Loan or securitized portion thereof (each such advance, a “Companion Loan Advance”),
and none of the Trustee, the Servicer or the Special Servicer will have any obligation to make a Companion Loan Advance. Notwithstanding
the foregoing, with respect to any Monthly Payment Advance, Property Protection Advance, Administrative Advance or Companion Loan
Advance, such advances shall be reimbursed from collections on the Whole Loan prior to any distributions to the Note Holders. Amounts
allocable to the Companion Loans under the Co-Lender Agreement shall not otherwise be available to the Trust for purposes of making
distributions on the Certificates or for payment of other amounts relating only to the Trust.


 






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Notwithstanding the foregoing,
with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses 3.4(c)(iii),
(iv)(b), (v), (vi), (viii) or (x) above if, as a result of such withdrawal, the amount on deposit
in the Collection Account after giving effect to such withdrawal would be less than the Required Advance Amount; provided
that the Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in
the Collection Account that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection
Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for
withdrawal pursuant to clauses (iii), (iv)(b), (v), (vi), (viii) or (x) but which
remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the
Whole Loan or the Mortgaged Property, (2) the final payment of the Whole Loan and release of the Mortgage or (3) the
determination that any Advance, together with any currently unreimbursed Advances in the aggregate such that it would be a Nonrecoverable
Advance; provided, further, that the Servicer shall be permitted to make withdrawals in the order of priority specified
above up to the amount on deposit in the Collection Amount that would result in funds equaling or exceeding the Required Advance
Amount remaining in the Collection Account.


 


The Servicer shall pay
to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable, from the Collection
Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator and the Trustee
therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or the Trustee or an
officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate Administrator and
the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator or the
Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall not be required.
The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall
have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, is not entitled.


 


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 Whole Loan (or, in the case of a Monthly Payment Advance, the Mortgage
Loan) deposited in the Collection Account and available for distribution on the next Distribution Date, the 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 this Section 3.4(c) immediately, may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the Collection Period ending on the then-current Determination Date for successive
one-month periods for a total period not to exceed 12 months. If the 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 discretion to elect 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


 






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payment
from other collections). In connection with a potential election by the 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 Servicer or the Trustee shall further be authorized (in its sole discretion) to wait for principal
collections on the Whole Loan (or, in the case of a Monthly Payment Advance, the Mortgage Loan) to be received before making its
determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the
end of such Collection Period; provided, however, that if, at any time Servicer or the Trustee 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 deposited
in the Collection Account for such Distribution Date, then the Servicer or the Trustee, as applicable, shall use its reasonable
efforts to give notice of its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b) of this Agreement), at least 15 days prior to any reimbursement
to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Whole Loan unless extraordinary
circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 8.15(b) of this Agreement)
as soon as reasonably practical thereafter. Neither the Servicer nor the Trustee shall have any liability for any loss, liability
or expense resulting from any notice provided to S&P contemplated by the immediately preceding sentence. Notwithstanding the
foregoing, the failure to give such notice shall in no way affect the Servicer’s or the Trustee’s election as to whether
to refrain from obtaining reimbursement pursuant to this Section 3.4(c).


 


(d)          
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 or to comply with the terms
of this section 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 Servicer, constitute a violation
of Accepted Servicing Practices, 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 Servicer or the Trustee, as applicable,
determines, in its sole discretion, that it should recover the Nonrecoverable Advances without deferral, then the Servicer or the
Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Advance
Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal and then
interest and other amounts). 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 Advance Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Servicer’s or the Trustee’s, as applicable, 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
Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right


 






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to
prior payment of distributions over the 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 Accepted Servicing Practices and none of the
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 Companion Holder for any such election that such party makes as contemplated by this section or for any losses, damages
or other adverse economic or other effects that may arise from such an election.


 


(e)           
The 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 3.4(c)(x)
on a monthly basis, solely from funds on deposit in the Collection Account.


 


(f)           
The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution
Account) (the “Interest Reserve Account”) for the benefit of the Trustee and for the benefit of the Certificateholders.
The Interest Reserve Account must be an Eligible Account maintained with an Eligible Institution. Funds on deposit in the Interest
Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on any Distribution Date occurring
in any January which occurs in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution
Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal to one day’s net interest
collected on the principal balance of each Trust Note as of the Payment Date occurring in the month preceding the month in which
such Distribution Date occurs at the Note Rate (net of interest at the Servicing Fee Rate, the Certificate Administrator Fee Rate
(including the portion that is the Trustee Fee Rate) and the CREFC® Intellectual Property Royalty License Fee Rate
and exclusive of Default Interest allocable to the Mortgage Loan payable therefrom) to the extent a full Monthly Payment or Monthly
Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January and February, “Withheld
Amounts”). On each Remittance 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 and February, if any, and transfer such amounts into the Distribution Account.


 


3.5.           Distribution Account. (a)  The Certificate Administrator shall establish and maintain in the name of “Wells
Fargo Bank, National Association”, as Certificate Administrator, on behalf of “Wilmington Trust, National Association”,
as the Trustee for the benefit of the Trustee and for the benefit of the Certificateholders a deposit account (the “Distribution
Account”). The Distribution Account must be an Eligible Account maintained with an Eligible Institution. On each Remittance
Date, the Servicer shall withdraw from the Collection Account and remit to the Certificate Administrator for deposit into the Distribution
Account all Aggregate Available Funds remaining on deposit therein, after giving effect to the withdrawals made pursuant to Section
3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution
Account. Amounts held in the Distribution Account shall be uninvested.


 






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The Certificate Administrator
shall make withdrawals from the Distribution Account to withdraw any amounts deposited in error, to withdraw amounts due to it
under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c),
and then to make distributions to the Holders of the Certificates pursuant to Section 4.1.


 


(b)           
The Certificate Administrator shall make or be deemed to have made withdrawals from the Distribution Account in the following
order of priority and only for the following purposes:


 


(i)           
 to withdraw amounts deposited in error and to withdraw amounts due to it and the Trustee under Section 3.4(c),
to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)           
to make distributions to Holders of the Regular Certificates and the Class R Certificates on each Distribution Date
pursuant to Section 4.1 or Section 10.2 as applicable; and


 


(iii)           to clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


3.6.           Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of either (a) “AEGON USA Realty Advisors, LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of Wells Fargo Commercial
Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745, and the Companion Loan Holders, Foreclosed
Property Account” related to the Foreclosed Property, if any, held in the name of the Special Servicer on behalf of the Trustee
for the benefit of the Certificateholders (and the Companion Loan Holders) or (b) in the name of the limited liability company
wholly owned by the Trust and which is managed by the Special Servicer for the benefit of the Trustee on behalf of the Certificateholders
(and the Companion Loan Holders), formed to hold title to the Foreclosed Property pursuant to Section 3.14. Each Foreclosed
Property Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the
Foreclosed Property Account within one (1) Business Day of receipt all funds collected and received in connection with the operation
or ownership of such Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw
the funds in any Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such expenses and/or reserves
as determined in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance
with Section 3.4(a). The Special Servicer shall notify the Certificate Administrator in writing of the location and
account number of each Foreclosed Property Account and shall notify the Certificate Administrator in writing prior to any subsequent
change thereof.


 


3.7.           Appraisal Reductions. (a)  Within 60 days after the occurrence of an Appraisal Reduction Event, the Special
Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator and the Companion Loan Holders and, so
long as no Consultation Termination Event has occurred, the Directing Certificateholder, of such occurrence of an


 






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Appraisal
Reduction Event, (ii) order (which order shall be placed within 30 days of the occurrence of the Appraisal Reduction Event)
and use reasonable efforts to obtain an Appraisal of the Mortgaged Property (provided that the Special Servicer will not
be required to obtain an Appraisal of the Mortgaged Property with respect to which there exists an Appraisal which was performed
less than nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any adverse material
change in the market or condition or value of the Mortgaged Property since the date of such Appraisal, in which case such Appraisal
with respect to the Mortgaged Property shall be used by the Special Servicer), (iii) determine whether there exists any Appraisal
Reduction Amount on the basis of such Appraisal, and receipt of information reasonably requested by the Special Servicer from
the Servicer and in the possession of the Servicer necessary to calculate the Appraisal Reduction Amount, and (iv) allocate
the Appraisal Reduction Amount among the Mortgage Loan and the Companion Loans as described below and give reasonably prompt notice
of such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount and the portions of the Appraisal Reduction Amount allocated
to the Companion Loans to, the Trustee, the Servicer, the Certificate Administrator and the Companion Loan Holders.


 


The cost of obtaining
such Appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute
a Nonrecoverable Advance and in such case, subject to the allocation provisions of the Co-Lender Agreement, as a Trust Fund Expense.
Updates of such Appraisal shall be obtained by the Special Servicer, and paid for by the Servicer as a Property Protection Advance
or an Administrative Advance (or, subject to the allocation provisions of the Co-Lender Agreement, paid for by the Trust if the
Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal
Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If required in accordance with any such
adjustment, each Class of Certificates that has been notionally reduced for purposes of determining Voting Rights as a result of
the application of the Trust Appraisal Reduction Amount shall have its related Certificate Balance notionally restored by the Certificate
Administrator or the Trustee to the extent required by such adjustment of the Trust Appraisal Reduction Amount, and there shall
be a redetermination of whether a Control Event has occurred.


 


Any such Appraisal obtained
under this Section 3.7 shall be delivered by the Special Servicer to the Trustee, the Servicer, the Certificate Administrator,
the Companion Loan Holders and, so long as no Consultation Termination Event has occurred, the Directing Certificateholder, in
electronic format, and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section
8.15(b). The Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that
is reasonably requested by the Special Servicer and necessary to calculate or recalculate any Appraisal Reduction Amount pursuant
to the definition thereof, using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s
written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s
receipt of the applicable Appraisal or preparation of the applicable internal valuation) provided, however, that
the Special Servicer’s failure to timely make such a request shall not relieve the Servicer of its obligation to provide
such information to the Special Servicer in the manner and timing set forth in this sentence. Accordingly, the Special Servicer
shall not be obligated to calculate, recalculate, determine or redetermine any Appraisal Reduction


 






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Amounts
until such time as it receives from the Servicer the information in the Servicer’s possession reasonably requested by the
Special Servicer and necessary to make such calculation, recalculation, determination or redetermination. The Servicer shall not
calculate Appraisal Reduction Amounts.


 


(b)          
While any Trust Appraisal Reduction Amount (or deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e))
exists with respect to the Mortgage Loan, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a)
and (ii) the existence thereof (other than any deemed Trust Appraisal Reduction Amount calculated pursuant to Section 3.7(e))
will be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c)
and (iii) except with respect to any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e), there
shall be a determination of whether a Control Event has occurred.


 


(c)          
Trust Appraisal Reduction Amounts shall be allocated between the RR Interest and the Non-Risk Retained Certificates, on
the other, based on the Required Risk Retained Percentage and the Non-Risk Retained Percentage, respectively. The Required Risk
Retained Percentage of the Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate
Balance of the RR Interest until reduced to zero. The Certificate Balance of each of the Sequential Pay Certificates and the RR
Interest shall be notionally reduced solely for purposes of determining (x) the Voting Rights of the related Classes to the extent
set forth in this Agreement and (y) whether a Control Event has occurred on any Distribution Date to the extent of any Trust Appraisal
Reduction Amount allocated to such Class on such Distribution Date. The Non-Risk Retained Percentage of Trust Appraisal Reduction
Amounts for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates
in the following order of priority: first, to the Class D Certificates; second, to the Class C Certificates
and third, to the Class B Certificates (provided in each case that no Certificate Balance in respect of any
such Class may be notionally reduced below zero). Trust Appraisal Reduction Amounts shall not be applied to notionally reduce the
Certificate Balance of the Class A Certificates.


 


(d)          
In the event that a portion of one or more Monthly Payment Advances with respect to the Mortgage Loan is reduced as a result
of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Mortgage Loan shall
be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal
of the Mortgage Loan shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal
of the Mortgage Loan have been applied to pay the principal of the Mortgage Loan, in full, any remaining Net Liquidation Proceeds
shall then be applied to pay any remaining accrued and unpaid interest on the Mortgage Loan, in accordance with Section 1.3.


 


(e)          
With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the
appraised value (as determined by an updated Appraisal) of the Mortgaged Property securing the Whole Loan will be determined on
an “as-is” basis, based upon the current physical condition, use and zoning of the Mortgaged Property as of the date
of the Appraisal.


 






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If the Certificate Balance
of the Class D Certificates (taking into account the application of any Non-Risk Retained Appraisal Reduction Amounts (other than
any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) to notionally reduce the Certificate Balance of
such Class) has been reduced to less than 25% of its Initial Certificate Balance, such Class will be referred to as the “Appraised-Out
Class”. The Holders of the majority (by Certificate Balance) of the Appraised-Out Class shall have the right, at their
sole expense, to require the Special Servicer to order a second Appraisal of the Mortgaged Property (such Holders, the “Requesting
Holders”). The Special Servicer shall use efforts in accordance with Accepted Servicing Practices to ensure that such
Appraisal is delivered within 60 days from receipt of the Requesting Holders’ written request and shall ensure that such
Appraisal is prepared by an Independent Appraiser).


 


In addition, if subsequent
to the Class D Certificates becoming an Appraised-Out Class there is a material change with respect to the Mortgaged Property related
to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders shall have the
right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth the Requesting
Holder’s belief of what constitutes a material change to the Mortgaged Property (including any related documentation). The
costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation,
determined in accordance with Accepted Servicing Practices, that there has been a change with respect to such Mortgaged Property
and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of
which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent
Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are
requesting the Special Servicer to obtain an additional Appraisal). Appraisals that are permitted to be requested by any Appraised-Out
Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted
Servicing Practices upon the occurrence of such material change or that the Special Servicer is otherwise required or permitted
to order under this Agreement without regard to any Appraisal requests made by any Requesting Holder.


 


Upon receipt of any additional
Appraisal pursuant to the two preceding paragraphs, the Special Servicer shall recalculate the Appraisal Reduction Amount and the
Trust Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and the Appraised-Out Class shall have its Certificate Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount and the Trust Appraisal Reduction Amount.


 


Any Appraised-Out Class
for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amounts determination may not
exercise any rights of the related Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class.


 


3.8.           
Investment of Funds in the Collection Account and Any Foreclosed Property Account. (a)  The Servicer, with
respect to the Collection Account and the Reserve


 






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Accounts,
and the Special Servicer, with respect to the Foreclosed Property Accounts, may direct any depository institution maintaining
the Collection Account, any Foreclosed Property Account and any Reserve Account (to the extent interest is not payable to the
Loan Parties), respectively (each, for purposes of this Section 3.8, an “Investment Account”),
to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount,
and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required
to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or Special Servicer, as
applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment
is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee. The Trustee shall have sole control (except
with respect to investment direction, which shall be in the control of the Servicer (or the Special Servicer, with respect to
any Foreclosed Property Accounts) as an independent contractor to the Trust Fund) over each such investment and any certificate
or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially
be the Servicer or Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title
to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment
directions of the Servicer or Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,
the Servicer and Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and


 


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


 


(b)          
All net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to
the extent not payable to the Loan Parties) shall be for the benefit of the Servicer in accordance with the terms and priorities
of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall
be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Reserve Accounts (except, in
the case of any such loss with respect to a Reserve Account, to the extent any such losses are incurred on amounts invested for
the benefit of the Borrower under the terms of the Loan Documents) or the Foreclosed Property Account shall be reimbursed by the
Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date
following the realization of such loss. Notwithstanding the above, neither the Servicer nor the Special Servicer shall be required
to deposit any loss on an investment of funds in an Investment Account if such loss


 






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(i) was
incurred solely as a result of the bankruptcy or 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 Institution” included in Section 1.1 at the time such investment
was made, (ii) such loss was incurred within thirty (30) days of the date of such bankruptcy or insolvency, (iii) such
loss is not the result of fraud, negligence or the willful misconduct of the Servicer or the Special Servicer, as applicable and
(iv) such institution was not an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as
applicable.


 


(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 Servicer shall
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)            Notwithstanding the foregoing, none of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee
(in its capacity as the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be) shall
cover any losses from the bankruptcy or insolvency of a depository institution holding an account described in this Section
3.8, if immediately prior to such bankruptcy or insolvency such institution was an Eligible Institution and such institution
was not an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable; provided however,
that the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall move such account to
an Eligible Institution within 30 days of such bankruptcy or insolvency.


 


3.9.           Payment of Taxes, Assessments, etc. The Servicer (other than with respect to Foreclosed Property) and the Special
Servicer (with respect to Foreclosed Property) shall maintain, accurate records with respect to the Mortgaged Property (or such
Foreclosed Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are
or may become a lien on the Mortgaged Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums
payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall
obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate
taxes, insurance premiums and other similar items from funds in the applicable Reserve Account in accordance with the Loan Agreement
at such time as may be required by the Loan Documents. If the Loan Parties do not make the necessary payments and/or a Mortgage
Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer
shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23,
from its own funds for amounts payable with respect to all such items related to the Mortgaged Property when and as the same shall
become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when
and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance
with the terms of the Loan Agreement.


 






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3.10.       
Appointment of Special Servicer. (a) AEGON USA Realty Advisors, LLC is hereby appointed as the initial Special
Servicer to service the Whole Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other obligations
of the Special Servicer hereunder (including approving certain actions prior to a Special Servicing Loan Event as provided specifically
herein).


 


(b)            If there is a Special Servicer Termination Event with respect to the Special Servicer, such Special Servicer may be removed
and replaced pursuant to Sections 7.1 and 7.2. The Trustee shall, promptly after receiving notice of any such
Special Servicer Termination Event notify the Servicer, the Companion Loan Holders, the Certificate Administrator (which shall
post such notice on the Certificate Administrator’s Website in accordance with Section 8.15(b)) and the 17g-5
Information Provider (which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b)).
The appointment of any such successor special servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified above shall not be
liable for any actions or any inaction of such successor special servicer. No termination fee shall be payable to the terminated
Special Servicer. No termination of the Special Servicer and appointment of a successor special servicer shall be effective until
the successor special servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing, and a Rating
Agency Confirmation with respect to such appointment has been delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to each Other Securitization Trust. Any successor special servicer shall be deemed to make
the representations and warranties provided for in Section 2.5 mutatis mutandis as of the date of its succession.
The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees
accrued prior to its termination and other amounts payable to it (including indemnification payments).


 


(c)          
Upon determining that a Special Servicing Loan Event has occurred and is continuing with respect to the Whole Loan, the
Servicer shall promptly give notice thereof to each other party hereto and the Servicer shall use its reasonable efforts to provide
the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File) and
records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Whole Loan and
reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto. The Servicer shall
use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date that a Special Servicing
Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Whole Loan until
the Special Servicer has commenced the servicing of the Whole Loan, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Loan Parties
to continue to remit all payments in respect of the Whole Loan to the Servicer. The Servicer shall forward any notices it would
otherwise send to the Loan Parties under the Whole Loan to the Special Servicer who shall send such notice to the Loan Parties
while a Special Servicing Loan Event has occurred and is continuing.


 


(d)          
Upon determining that a Special Servicing Loan Event is no longer continuing with respect to the Whole Loan, the Special
Servicer shall promptly give notice thereof to the Companion Loan Holders and each other party hereto, and upon giving such notice


 






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such
Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Whole Loan shall terminate and
the obligations of the Servicer to service and administer the Whole Loan shall resume and the Special Servicer shall return all
of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


(e)           
In making a Major Decision or in servicing the Whole Loan during the continuance of a Special Servicing Loan Event, the
Special Servicer shall provide to the Custodian originals of documents entered into in connection therewith that are required to
be included within the definition of “Mortgage File” for inclusion in the Mortgage File (to the extent such
documents are in the possession of the Special Servicer) and copies of any additional related Whole Loan information, including
correspondence with the Loan Parties, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer; provided that,
such materials shall not include any Privileged Information.


 


(f)           
During any period in which a Special Servicing Loan Event is continuing, (i) not later than 4:00 p.m. (New York Time) on
each Determination Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the CREFC®
Special Servicer Loan File, a written statement describing the amount of all payments on account of interest received on the Whole
Loan, the amount of all payments on account of principal received on the Whole Loan, the amount of Insurance Proceeds, Condemnation
Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Mortgaged Property,
and the amount of net income or net loss, as determined from 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 rental income that does not constitute Rents from Real Property
with respect to, any Foreclosed Property, in each case in accordance with Section 12.2 and (ii) the Special Servicer
shall promptly provide such additional information relating to the Whole Loan as the Servicer or Certificate Administrator reasonably
requests to enable it to perform its duties under this Agreement.


 


(g)           
[Reserved.]


 


(h)           
Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment
records with respect to the Whole Loan and shall provide the Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement.


 


(i)           
Not later than sixty (60) days after the occurrence of a Special Servicing Loan Event (the “Initial Delivery Date”),
the Special Servicer shall deliver in electronic format (i) a report (an “Asset Status Report”) for the
Specially Serviced Whole Loan and the Mortgaged Property and (ii) one or more additional Asset Status Reports with respect
to such Specially Serviced Whole Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course
of the resolution of the Mortgage Loan and Companion Loans material changes in the circumstances and/or 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 Whole Loan might be returned to performing status or otherwise liquidated in
accordance with Accepted Servicing Practices (each


 






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such
report a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status Report in
electronic form to: (i) the Servicer, (ii) the Directing Certificateholder (but only so long as no Consultation Termination
Event has occurred), (iii) the 17g-5 Information Provider in accordance with Section 8.15(b) (who shall promptly post
it to the 17g-5 Information Provider’s Website pursuant to Section 8.15(b) and (iv) the Companion Loan
Holders). Such Asset Status Report shall set forth the following information (other than Privileged Information) to the extent
reasonably determinable:


 


(i)            
summary of the status of the Whole Loan and any negotiations with the Loan Parties;


 


(ii)           
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent
with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Whole Loan and whether outside legal counsel has been retained;


 


(iii)          
the most current rent roll and income or operating statement available for the Mortgaged Property;


 


(iv)           the Special Servicer’s recommendations on how the Whole Loan might be returned to performing status and returned to
the Servicer for regular servicing or otherwise realized upon;


 


(v)           
the appraised value of the Mortgaged Property together with the appraisal or the assumptions used in the calculation thereof;


 


(vi)           the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional Whole
Loan Events of Default;


 


(vii)          [Reserved];


 


(viii)         a description of any proposed actions;


 


(ix)           the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(x)           
the decision that the Special Servicer 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; and an analysis of whether or
not taking such action is reasonably likely to produce a greater recovery on a net 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
(including the applicable discount rate used) and all related assumptions;


 






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(xi)           a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer, excluding any Privileged Information; and


 


(xii)          such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


(j)            
The Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information Provider’s
Website pursuant to Section 8.15(b)) the Final Asset Status Report, (y) deliver to the Certificate Administrator a proposed
notice to the Certificateholders and the Companion Loan Holders that will include a summary of the Final Asset Status Report in
an electronic format, which format is reasonably acceptable to the Certificate Administrator (which will be a brief summary of
the current status of the Mortgaged Property and current strategy with respect to the resolution and workout of the Mortgage Loan
and the Companion Loans), and the Certificate Administrator shall post such summary (but not the Final Asset Status Report itself)
on the Certificate Administrator’s Website pursuant to Section 8.15(b) and (z) implement the Final Asset Status Report
in the form delivered to the 17g-5 Information Provider. Subject to the consent and consultation rights of the Directing Certificateholder
described in this Section 3.10(j), the Special Servicer shall not be required to deliver a summary of any interim or draft
Asset Status Report. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered. Upon
such modification, the Special Servicer shall prepare an updated summary and deliver the updated summary to the Certificate Administrator
and deliver the modified Asset Status Report to the 17g-5 Information Provider. The 17g-5 Information Provider shall post such
modified Asset Status Report on the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), the Certificate
Administrator shall post such summary on the Certificate Administrator’s Website and the Special Servicer shall implement
such modified Asset Status Report after consulting with the Companion Loan Holders on a strictly non-binding basis.


 


(k)           
Subject to the last paragraph of Section 9.3(a), prior to the occurrence and continuance of a Control Event, if within
ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status
Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report. In addition,
so long as no Control Event has occurred or is continuing, if the Directing Certificateholder disapproves such Asset Status Report
within ten (10) Business Days of receipt and the Special Servicer has not made the determination described below, 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 Directing Certificateholder, the Servicer, the Trustee, the Certificate Administrator,
the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such revised Asset Status Report on the
17g-5 Information Provider’s Website in accordance with Section 8.15(b)). Prior to the occurrence and continuance
of a Control Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.10(k)
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, until the Directing Certificateholder’s approval is no longer required
or until the Special Servicer makes the determination described below. Notwithstanding the foregoing, the Special Servicer (A) may,


 






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following
the occurrence of an extraordinary event with respect to any Mortgaged Property or the Whole Loan or, if a failure to take any
such action at such time would be inconsistent with Accepted Servicing Practices, take any action set forth in such Asset Status
Report before the expiration of a ten (10) Business Day period and (B) shall implement the action recommended in the Asset
Status Report, in each case if it makes a determination in accordance with Accepted Servicing Practices that such affirmative
disapproval is not in the best interest of all the Certificateholders and the Companion Loan Holders as a collective whole; provided
that, if the Directing Certificateholder does not approve or is not deemed to have approved an Asset Status Report within
ninety (90) days from the first submission of an Asset Status Report, then the Special Servicer will follow Directing Certificateholder’s
direction, if such direction is consistent with Accepted Servicing Practices; provided, however, that if the Directing
Certificateholder’s direction would cause the Special Servicer to violate Accepted Servicing Practices, the Special Servicer
may take the action recommended in its most recently submitted Asset Status Report; provided, further, that such
Asset Status Report is not intended to replace or satisfy any other specific consent or approval right which the Directing Certificateholder
may have pursuant to Section 9.3.


 


(l)            
The Special Servicer shall deliver to the Servicer, the Directing Certificateholder (after the occurrence and during the
continuance of a Control Event but so long as no Consultation Termination Event is continuing) and the 17g-5 Information Provider
(which shall promptly post the same to the 17g-5 Information Provider’s Website) a copy of each Final Asset Status Report,
in each case with reasonable promptness following the adoption thereof. The Special Servicer shall provide a summary of such report
to the Certificate Administrator, and the Certificate Administrator shall post such summary to its Internet website. During the
continuance of a Consultation Termination Event, 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 any matter
set forth therein. After the occurrence and during the continuance of a Control Event but so long as no Consultation Termination
Event is continuing, the Directing Certificateholder shall be entitled to consult with the Special Servicer (on a non-binding basis)
and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. Following the occurrence
of a Consultation Termination Event, the Directing Certificateholder shall have no right to consult with the Special Servicer with
respect to the Asset Status Reports. The Special Servicer may choose to revise the Asset Status Reports as it deems reasonably
necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations of the Directing
Certificateholder but is under no obligation to follow any particular recommendation of the Directing Certificateholder during
the continuance of a Control Event.


 


Notwithstanding anything
herein to the contrary: (i) the Servicer or Special Servicer shall have no right or obligation to consult with or to seek and/or
obtain consent, approval or direction from any Directing Certificateholder prior to or after acting or making any determination
(and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following
any resignation or removal of a Directing Certificateholder and before a replacement is selected and/or identified; and (ii) no
advice, direction or objection from or by the Directing Certificateholder, as contemplated by Section 9.3, or pursuant
to any other provision of this Agreement, as contemplated by this Agreement or the Co-Lender Agreement, may (and the Servicer and
the Special Servicer may ignore and act


 






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without
regard to any such advice, direction or objection that the Servicer or the Special Servicer has determined, in its reasonable,
good faith judgment, would): (A) require or cause such Servicer or Special Servicer to violate applicable law, the terms
of the Loan Documents, the Co-Lender Agreement, this Agreement, including the Special Servicer’s obligation to act in accordance
with Accepted Servicing Practices, (B) result in an Adverse REMIC Event, (C) expose the Trust, the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or any of their respective Affiliates, members, managers, officers,
directors, employees or agents, to any claim, suit or liability or (D) materially expand the scope of the Servicer’s
or Special Servicer’s responsibilities under this Agreement.


 


The Servicer and the
Special Servicer shall comply with applicable law, the Accepted Servicing Practices, this Agreement, the Co-Lender Agreement and
the Loan Documents.


 


(m)           During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Loan Parties and, subject to the rights of the Directing Certificateholder (so long as no Consultation Termination Event is continuing)
and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Final Asset Status Report.


 


(n)          
Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate
Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail,
without charge, to the address specified in such request a copy of the most current Asset Status Report that it has received from
the Special Servicer.


 


(o)           
In addition, during the continuance of a Special Servicing Loan Event, not later than 4:00 p.m. (New York time) on each
Determination Date the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan
File with respect to the Whole Loan.


 


(p)           
The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its reasonable discretion to perform its obligations under this Agreement. In no event, however, shall the Special Servicer
be required to deliver a summary of any interim or draft Asset Status Report.


 


3.11.                 
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent
with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with Accepted Servicing Practices to cause
to be maintained by the Borrower (or if the Borrower fails to maintain such insurance in accordance with the Loan Documents, the
Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates, and to the extent
the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Mortgaged Property of the types and in the
amounts required to be maintained by the Borrower under the Mortgaged Loan Documents and to monitor the Borrower’s compliance
with such insurance requirements. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer,
as a Property Protection Advance unless it would be a Nonrecoverable Advance, in which case the Servicer will be


 






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required
to make such payment from the Collection Account, which payment will be a Trust Fund Expense (except to the extent such expense
is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Co-Lender Agreement).
If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer (with respect to the Whole Loan when
it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed
Property) will be required, after receiving payment from amounts on deposit in the Collection Account allocable to the Mortgage
Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with Accepted Servicing
Practices to exercise on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement for
a pro rata portion (based on the principal balances of the Notes) of such amount allocable to the Companion Loans from
the Companion Loan Holders. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the
Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain
any carve-out for terrorist or similar acts, if and only if the Special Servicer has (and, prior to the occurrence and continuance
of a Control Event, with the consent of the Directing Certificateholder) determined, on an annual basis, that such failure is
an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance
pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Loan Documents
as in effect on the date thereof.


 


(b)          
The Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained
such insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrower is required to maintain
with respect to the Mortgaged Property referred to in subsection (a) of this Section 3.11 or, at the Special
Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of
any such insurance with respect to Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account
or shall be advanced by the Servicer as a Property Protection Advance unless such Advance would be a Nonrecoverable Advance. If
such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer (with respect to the Whole Loan when it is
not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed Property)
will be required, after receiving payment from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if
any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with Accepted Servicing Practices to exercise
on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement for a pro rata portion
(based on the principal balances of the Notes) of such amount allocable to the Companion Loans from the Companion Loan Holders.
Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a))
that is required to be maintained with respect to Foreclosed Property shall only be so required to the extent such insurance is
available at commercially reasonable rates and the Trust has an insurable interest in the Foreclosed Property. If the Special Servicer
requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer
shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be
a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within 5 Business Days of its receipt of
notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such


 






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insurance;
provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable
Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable
rates.


 


(c)           
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on the Mortgaged Property or the Foreclosed
Property, as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections
of this Section 3.11. The incremental cost of such insurance allocable to the Mortgaged Property or Foreclosed Property,
if not borne by the applicable Loan Parties, shall be paid by the Servicer as a Property Protection Advance unless it would be
a Nonrecoverable Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or
the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that
would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that
pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent
with Accepted Servicing Practices.


 


(d)          
Each of the 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 an insurance company
with a claims-paying ability rating at least equal to (a) “A-” by S&P, (b) “A-” by Fitch Ratings, Inc.,
(c) “A3” by Moody’s Investors Service, Inc., (d) “A(low)” by DBRS, Inc. or (e) “A-:VIII”
by A.M. Best Company (or such other rating as to which a Rating Agency Confirmation has been obtained) covering the Servicer’s
or Special Servicer’s, as applicable, officers and employees in connection with its activities under this Agreement. Each
such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from
forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d)
shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall at least be equal to the coverage
that is required by the applicable governmental authorities having regulatory power over the Servicer and Special Servicer. The
amount of coverage shall be in such form and amount as are consistent with Accepted Servicing Practices. In the event that any
such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement
bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond
and an errors and omissions insurance policy meeting the requirements as described above. In lieu of the foregoing, but subject
to this Section 3.11, the Servicer and the Special Servicer may self-insure with respect to such risks so long as the
long term debt obligations or deposits of the Servicer or the Special Servicer, as applicable (or its immediate or remote parent)
are rated at least “A-” by S&P (or such other rating as to which a Rating Agency Confirmation has been obtained).


 


(e)           
No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Trustee shall
be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special


 






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Servicer
shall each deliver or cause to be delivered to the Trustee, a certificate of insurance from the surety and insurer certifying
that such insurance is in full force and effect. The Trustee will make any such certificate of insurance available to the requesting
Certificateholder on a confidential basis.


 


3.12.                 
Procedures with Respect to Defaulted Whole Loan; Realization upon the Mortgaged Property. (a)  Following,
and during the continuance of, a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee (with notification
to and consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event and upon consultation
with the Directing Certificateholder after the occurrence and during the continuance of a Control Event but so long as no Consultation
Termination Event has occurred), for the benefit of the Certificateholders and the Companion Loan Holders, subject to the terms
of the Loan Documents, and the Co-Lender Agreement, shall promptly pursue the remedies set forth therein or such resolution as
is otherwise available to the Special Servicer, in each case, in accordance with Accepted Servicing Practices, including foreclosure
or otherwise realization on the Mortgaged Property and the other collateral for the Whole Loan. In connection with any foreclosure,
enforcement of the applicable Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer
to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which
case, if the Special Servicer determines (with the Servicer permitted to conclusively rely upon any such determination) that such
payment would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such
Certificateholders and the Companion Loan Holders constituted a single lender), the Special Servicer will be required to direct
the Servicer to make such payment from the Collection Account, which payment will be a Trust Fund Expense (except to the extent
such expenses are reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the
Co-Lender Agreement).


 


(b)           
Any proposed acceleration of the Whole Loan and/or foreclosure on the Mortgaged Property shall be taken unless the Special
Servicer waives such Mortgage Loan Event of Default (or modifies or amends the Whole Loan to cure the Mortgage Loan Event of Default),
which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and
does not cause the Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions or subject the Trust REMIC to any tax (other
than a tax on “net income from foreclosure property” under Code Section 860G(c)).


 


(c)           
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Mortgaged Property,
the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall
not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own
funds to restore the Mortgaged Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable,
permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend
its own funds to restore the Mortgaged Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation
of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure,
enforcement of the Loan Documents or other


 






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realization
on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any
such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance.


 


(d)          
In connection with any foreclosure or other acquisition, the Special Servicer shall request the Servicer to pay, and the
Servicer shall pay, the out of pocket costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in its sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute
a Nonrecoverable Advance. The Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence in accordance with Section 3.23. Subject to Section 9.3(a), for so long as
a Control Event is not continuing, while negotiating a workout with the Borrower, the Special Servicer shall pursue any such foreclosure
action to but not including actual foreclosure until such negotiations, in the judgment of the Special Servicer and in accordance
with Accepted Servicing Practices and subject to Section 9.3(a), are not reasonably likely to produce a greater recovery
on a net present value basis than foreclosure.


 


(e)          
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Mortgaged Property on behalf of the Trust and
the Companion Loan Holders and thereby cause the Trust to be the beneficial owner of the Mortgaged Property, or take any other
action with respect to the Mortgaged Property that would cause the Trustee, on behalf of the Trust Fund and the Companion Loan
Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or
“operator” of the Mortgaged Property within the meaning of CERCLA or any comparable law, subject to the rights of the
Directing Certificateholder to consent to and/or consult in respect of such action, as applicable, unless the Special Servicer
has previously determined, based on a report prepared as a Trust Fund Expense by an independent Person who regularly conducts site
assessments for purchasers of comparable properties (a copy of such report to be provided to the Certificate Administrator, the
Companion Loan Holders and the Trustee by the Special Servicer), that (i) the Mortgaged Property is in compliance with applicable
environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater
recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special
Servicer relating to the use of hazardous substances or petroleum-based materials which require investigation or remediation, or
that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present
value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information
Provider in electronic format and the 17g-5 Information Provider shall make such report available to the Rating Agencies and NRSROs
pursuant to Section 8.15(b).


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(e) that it would be in the best economic
interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion Loan Holders as a
collective whole to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject
to the rights of the Directing Certificateholder to consent to and/or consult in respect of such action, as applicable, pursuant
to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise


 






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cause
the Trust to acquire ownership of any Collateral other than the Mortgaged Property unless it receives an Opinion of Counsel (the
cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that such Property
Protection Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition will not cause the imposition
of a tax on the Trust REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c))
under the REMIC Provisions or cause the Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding.


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance.


 


(f)            
The environmental site assessments contemplated by Section 3.12(e) shall be prepared by any Independent Person
who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in
a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property
Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(g)           
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of
the Trust Fund any personal property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(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 Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Trust
REMIC under the REMIC Provisions or cause the Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding
(and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an
“outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such
personal property for federal income tax purposes to be designated at such time)).


 


(h)           
Notwithstanding any acquisition of title to the Mortgaged Property following a Mortgage Loan Event of Default under the
Whole Loan and cancellation of the Whole Loan, the Mortgage Loan and each Companion Loan shall be deemed to remain outstanding
and, in the case of the Mortgage Loan, held in the Trust, and in the case of the Companion Loans, held by the Companion Loan Holders,
for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations
hereunder, so long as the Mortgage Loan and the Companion Loans shall be deemed to remain outstanding in accordance with the preceding
sentence, (i) it shall be assumed that the


 






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unpaid
principal balance of the Mortgage Loan and the Companion Loans immediately after any discharge is equal to the unpaid principal
balance of the Mortgage Loan and the Companion Loans immediately prior to such discharge and (ii) Foreclosure Proceeds shall
be applied as provided in Section 1.3(b) and the Co-Lender Agreement.


 


3.13.        
Custodian and Trustee to Cooperate; Release of Items in Mortgage File. From time to time and as appropriate for the
servicing of the Whole Loan or foreclosure of or realization on the Mortgaged Property, the Custodian shall, upon request of the
Servicer or the Special Servicer and delivery to the Custodian of a request for release in the form of Exhibit B hereto,
release or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within
the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related request for release
and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings.
Such request for release shall obligate the Servicer or the Special Servicer to (and the Servicer or Special Servicer, as applicable,
shall) return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


 


3.14.        
Title and Management of Foreclosed Property. (a) In the event that title to the Mortgaged Property is acquired
for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Certificateholders,
or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as
otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly owned
by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided
that such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall
consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to
the Mortgaged Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related
to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed
Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event
within the time period, and subject to the conditions, set forth in Sections 3.15 and 12.2. Subject to Sections
12.2 and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor
Property Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and the Companion
Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section
3.4(c)(vi), the Successor Property Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property
Account or the Collection Account pursuant to Section 3.4(c)(vi).


 


(b)           
The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any Foreclosed
Property a Foreclosed Property Account on behalf of the Trust pursuant to Section 3.5(b).


 






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(c)          The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with Foreclosed Property for the benefit of the Trust
Fund and the Companion Loan Holders as a collective whole on such terms as are appropriate and necessary for the efficient liquidation
of such Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices.


 


The Special Servicer
shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all revenues received with respect
to Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation,
management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such
Foreclosed Property, including, but not limited to:


 


(i)           all insurance premiums due and payable in respect of such Foreclosed Property;


 


(ii)          all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have
resulted in the imposition of a lien thereon; and


 


(iii)         all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To the extent that amounts
on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii)
above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a
Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


 


(d)          The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Property Manager for the operation and management of Foreclosed Property; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


 


(i)           the terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)          any such contract shall require, or shall be administered to require, that the Successor Property Manager (A) request
that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation
and management of the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special
Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the
Foreclosed Property Account;


 


(iii)         none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor
Property Manager shall be deemed to relieve


 



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the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management
of the Foreclosed Property; and


 


(iv)         the Successor Property Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property
only if the construction was more than 10% complete at the time default on the Whole Loan became imminent.


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO
Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Property Manager and
to enforce the obligations of the Successor Property Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses
incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)          On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected since the
preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including
any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably
expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property
in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves
for working capital, repairs, replacements and necessary capital improvements and other related expenses.


 


3.15.       Sale of Foreclosed Property. (a) In the event that title to the Mortgaged Property is acquired for the benefit of
the Certificateholders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable
document shall be taken in the name of the Trustee, as trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2018-1745,
Commercial Mortgage Pass-Through Certificates, Series 2018-1745, or their nominee (which shall not include the Special Servicer),
on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf
of the Trust Fund, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices
in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole and
not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 in a
manner provided under this Section 3.15.


 


(b)          If the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust Fund
and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with the management and


 



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operation of such Foreclosed Property
in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the
best interest of the Certificateholders and the Companion Loan Holders as a collective whole, as if they constituted a single lender
and consistent with the REMIC Provisions.


 


(c)          Subject to the consent and consultation rights of the Directing Certificateholder and the consultation rights of the Companion
Loan Holders, the Special Servicer shall accept the highest cash offer for Foreclosed Property received from any Person. However,
in no event may such offer be less than an amount at least equal to the sum of (i) the portion of the outstanding principal
balance of the Whole Loan with respect to such Foreclosed Property, (ii) unreimbursed Property Protection Advances and Administrative
Advances and Companion Loan Advances and all accrued and unpaid interest on Advances, (iii) fees and amounts owed to the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee with respect to such Foreclosed Property, and (iv) all unpaid
interest, if any, accrued with respect to the outstanding principal balance of the Whole Loan with respect to such Foreclosed Property
through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offer, the Special Servicer
shall accept the highest cash offer that it determines is a fair price based on Appraisals obtained within the last 9 months. If
the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest
offer based upon such Appraisal or, if no Appraisal has been obtained within the last nine (9) months, based on an Appraisal obtained
at the expense of the Trust (except to the extent such expenses are reimbursed with funds otherwise paid from amounts allocable
to the Companion Loans pursuant to the terms of the Co-Lender Agreement); provided that if the Trustee is required to determine
whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an Independent Appraiser expert
in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment
in comparable properties, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining
whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the
Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value
incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject
to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as a Trust Fund Expense. Notwithstanding
the foregoing, and subject to the consent and/or consultation rights of the Directing Certificateholder, the Special Servicer shall
not be obligated to accept the a higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices,
that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective
whole as if they constituted a single lender, and the Special Servicer may accept a lower cash offer (from any Person other than
itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would
be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole as if they constituted
a single lender. For avoidance of doubt, the Directing Certificateholder may submit bids on the Foreclosed Property in the same
manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Foreclosed Property.


 






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(d)          Subject to the provisions of Sections 3.14 and 12.2, the Special Servicer shall act on behalf of the
Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with
the sale of Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of Foreclosed
Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trust or the Certificateholders and the Companion Loan Holders (except that any contract of sale and assignment and conveyance
documents may contain customary warranties, 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 Trustee, the Depositor, the Certificate Administrator or the Special
Servicer shall have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer
or the Trustee.


 


(e)          The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)           Within 30 days of the sale of Foreclosed Property, if not previously included in a CREFC® Report provided
by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders
and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of
disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the outstanding balance of the Whole Loan immediately prior to the acquisition of the Foreclosed Property,
calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion
Loan Holders or Certificate Administrator may reasonably request.


 


(g)          If the Whole Loan is a Specially Serviced Whole Loan or the Mortgaged Property becomes Foreclosed Property, the Servicer
shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Mortgaged Property required by Section 6050J
of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan and the Companion Loans required
by Section 6050P of the Code.


 


(h)          The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its reasonable discretion to perform its obligations under this Agreement.


 


3.16.       Sale of the Whole Loan.


 


(a)          (i) Within sixty (60) days after the occurrence of a Special Servicing Loan Event and notice of the occurrence is received
by the Special Servicer, the Special Servicer shall order (but shall not be required to have received) an Appraisal. The Servicer
shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders and
the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event) of the occurrence
of such Special Servicing Loan Event. Upon


 



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delivery by the Servicer of the notice described in the preceding sentence, and subject
to the rights of the Directing Certificateholder, the Special Servicer may offer to sell to any Person the Whole Loan or may offer
to purchase the Whole Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no
satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and the Companion Loan Holders as a collective whole on a net present value basis. The Special Servicer
shall provide the Trustee, the Companion Loan Holders, the Certificate Administrator and the Directing Certificateholder (prior
to the occurrence of a Consultation Termination Event) not less than five (5) Business Days’ prior written notice of its
intention to sell the Whole Loan, in which case the Special Servicer is required to accept the highest offer received from any
Person (other than any Interested Person) for the Whole Loan so long as such offer is at least equal to the Loan Purchase Price.
At the Special Servicer’s option, if it has received no offer at least equal to the Loan Purchase Price therefor, an Interested
Person (other than the Manager or Borrower Affiliate) may purchase the Whole Loan at the Loan Purchase Price. Any Companion Loan
is to be sold together with the Mortgage Loan, subject to this Section 3.16 and any additional requirements set forth
in the Co-Lender Agreement (including, without limitation, Section 5 of the Co-Lender Agreement).


 


(ii)          In the absence of any offer and purchase at least equal to the Loan Purchase Price, the Special Servicer shall accept the
highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Whole Loan. In determining
whether any offer from a person other than an Interested Person constitutes a fair price for any defaulted Whole Loan, the Special
Servicer is required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal
that it may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period and amount
of the occupancy level and physical condition of the Mortgaged Property and the state of the local economy. However, if the highest
offeror is a Person who is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder
(or any of its Affiliates), the Property Manager, any Borrower Affiliate, an Other Depositor, the master servicer, the special
servicer (or any independent contractor engaged by such special servicer) or the trustee for an Other Securitization Trust, a Companion
Loan Holder or any known Affiliate of any of them (any such Person, an “Interested Person”), then the Trustee
(based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by
the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance)
and copied or otherwise delivered to the Trustee and any other information reasonably requested by the Trustee) shall determine
if the highest offer is a fair price; provided that no offer from an Interested Person shall constitute a fair price unless
(A) it is the highest offer received and (B) if such offer is less than the applicable Loan Purchase Price, at least two other
offers are received from independent third parties. Any such determination shall be binding upon all parties. All reasonable costs
and fees of the Trustee and any third party hired by the Trustee in accordance with this Agreement in making such determination
shall be reimbursable to it first, by the Servicer as an Advance, or if the Servicer determines that such amounts are Nonrecoverable
Advances, then as a Trust Fund Expense (except to the extent such expense is reimbursed with funds otherwise paid from amounts
allocable to the Companion Loans pursuant to the terms of


 



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the Co-Lender Agreement). The Directing Certificateholder may submit
bids on the defaulted Mortgage Loan in the same manner and at the same time and place as any other bidder. If the Trustee designates
any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the
Whole Loan.


 


(iii)         Notwithstanding anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase
the Whole Loan and 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 Interested Person or as a Trust Fund Expense (except to the extent such
expense is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Co-Lender
Agreement), as set forth below) designate an Independent third party expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuation of or investment in loans similar to the Whole Loan, that has been
selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair
price for the Whole Loan. If the Trustee designates any such 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 reasonable costs of all Appraisals,
property condition assessments and broker opinions of value incurred by the Trustee or any such third party pursuant to this paragraph
shall be covered by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such
Interested Person, such expense shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s
determination that such amounts are not Nonrecoverable Advances, and then, if not paid by the Servicer as an Advance, paid as a
Trust Fund Expense (except to the extent such expense is reimbursed with funds otherwise paid from amounts allocable to the Companion
Loans pursuant to the terms of the Co-Lender Agreement); provided that the Trustee shall not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. If such amounts are reimbursed from amounts allocable
to the Mortgage Loan, the Servicer (with respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer
(with respect to a Specially Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from amounts
on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders
and (ii) use efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights of the Trust under
the Co-Lender Agreement to obtain reimbursement for a pro rata portion (based on the principal balances of the Notes) of
such amount allocable to the Companion Loans from the Companion Loan Holders.


 


(iv)         The Special Servicer shall not be obligated to accept a higher offer if the Special Servicer determines, in accordance with
Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Certificateholders and the
Companion Loan Holders as a collective whole as if they constituted a single lender. In addition, the Special Servicer may accept
a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in
the best


 



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interests of the Certificateholders and the Companion Loan Holders as collective whole as if they constituted a single
lender on a net present value basis (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 in other respects), 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 efforts consistent with Accepted Servicing Practices to sell the Whole Loan prior to the Rated Final Distribution Date.


 


(v)          Unless and until the Whole Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to the Whole Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.


 


(b)          Prior to the occurrence and continuance of a Control Event, any sale of the Whole Loan by the Special Servicer shall be
subject to the Directing Certificateholder’s consent rights (subject to limitations on such consent pursuant to Section
9.3(a) herein) and after the occurrence and continuance of a Control Event but prior to the occurrence of a Consultation Termination
Event, any sale of the Whole Loan will be subject to the consultation rights of the Directing Certificateholder as described in
Section 9.3 herein and the rights of the Companion Loan Holders.


 


(c)          The right of the Special Servicer to purchase or sell the Whole Loan after the occurrence of a Special Servicing Loan Event
shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of
the Whole Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further
force or effect) if the Whole Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing
Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Whole Loan has become subject to a fully executed
agreement reflecting the terms of the workout arrangement or (iii) the Whole Loan has otherwise been resolved (including by
a full or discounted pay-off).


 


(d)          Any sale of the Whole Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the
Co-Lender Agreement.


 


(e)          Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Whole Loan pursuant to Section 3.16(a)
without the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan
Holder if such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer has delivered
to the Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Whole
Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior
to the proposed sale date, a copy of the most recent appraisal for the Whole Loan, and any documents in the Loan File reasonably
requested by such Companion Loan Holder that are material to the price of the Whole Loan; and (d) until the sale is completed,


 



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and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Special Servicer
in connection with the proposed sale; provided, that such Companion Loan Holder may waive any of the delivery or timing
requirements set forth in this sentence. The Companion Loan Holders shall be permitted to make offers to purchase, and either such
party is permitted to be the purchaser at any sale of, the Whole Loan.


 


3.17.       Servicing
Compensation.      The Servicer shall be entitled to receive the Servicing Fee with respect to the Mortgage
Loan, the Companion Loans and any Foreclosed Property payable monthly from the Collection Account from payments of interest on
the Mortgage Loan or the Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii); provided
that if such collections on the Mortgage Loan and the Companion Loans are not sufficient to pay all accrued and unpaid Servicing
Fees on the Whole Loan upon the final liquidation of the Whole Loan, any accrued but unpaid Servicing Fees will be payable out
of other amounts on deposit with respect to the Whole Loan in accordance with Section 3.4(c)(vi). The Servicer shall be
entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described
below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than:
(i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses
were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d);
(iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s
accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including
the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of
the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer
(the “Servicer Customary Expenses”).


 


In addition, the Servicer
shall be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected
on the Whole Loan: (i) (x) so long as the Whole Loan is not a Specially Serviced Whole Loan, 50% of the Modification Fees actually
collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer
is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement and (y) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of the Modification Fees actually
collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer
is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement; (ii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Fees collected
during the related Collection Period in connection with a consent, approval or other action that the Servicer is permitted to take
or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement
and 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action
that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of
the Special Servicer under this Agreement; (iii) so long as the Whole Loan is not a Specially Serviced Whole


 



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Loan, 100% of Assumption
Application Fees collected during the related Collection Period; (iv) so long as the Whole Loan is not a Specially Serviced
Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of
the Whole Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees in connection with a consent
that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that
the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special
Servicer under this Agreement; (v) any and all amounts collected for checks returned for insufficient funds; (vi) all or a portion
of charges for beneficiary statements or demands actually paid by the Borrower; (vii) if the Whole Loan is not a Specially Serviced
Whole Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits
in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings,
if any, with respect to any such account for each Collection Period and, further, in the case of a servicing account or Reserve
Account, only to the extent such interest or other income is not required to be paid to the Borrower under applicable law or under
the Loan Documents); (ix) 100% of late payment charges and net Default Interest that accrued when the Whole Loan is not a Specially
Serviced Whole Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of defeasance
fees.


 


If a Special Servicing
Loan Event occurs and is continuing with respect to the Whole Loan, the Special Servicer shall be entitled to receive a Special
Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity
bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer
including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise
to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the
Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the
Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the
Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated
following resolution of such Special Servicing Loan Event by a written agreement with the Loan Parties negotiated by the Special
Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest
made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with
respect to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement
is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and
all Work-out Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated
by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not
occur and the successor special servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer
shall be entitled to receive a Liquidation Fee with respect to Liquidated Property or any full, partial or discounted payoff of
the Mortgage Loan or the Companion Loans or the liquidation of the Mortgage Loan or the Companion Loans as to which the Special
Servicer receives Liquidation


 



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Proceeds, except that no Liquidation Fee shall be payable in connection with any repurchase of the
Mortgage Loan (or any allocable portion thereof) by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement or
a Companion Loan under an Other Pooling and Servicing Agreement (so long as such repurchase occurs within the 90 day time period
required by the Mortgage Loan Purchase Agreement for the Mortgage Loan Seller to cure or repurchase the Mortgage Loan or a portion
of the Mortgage Loan or such time period required by the Mortgage Loan Purchase Agreement relating to any Other Securitization
Trust (including any applicable extension period)), or in connection with the sale of the Mortgage Loan by the Special Servicer
to the Servicer or the Special Servicer pursuant to Section 3.16 hereof. The Liquidation Fee shall be payable from, and
shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit
in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect
to the Whole Loan and any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out
Fee or a Liquidation Fee, but not both.


 


The Special Servicer
shall also be entitled to the following items as additional special servicing compensation, to the extent that such items are actually
collected on the Whole Loan: (i) if the Whole Loan is a Specially Serviced Whole Loan or with respect to a Foreclosed Property,
100% of Modification Fees actually collected during the related Collection Period; (ii) if the Whole Loan is not a Specially Serviced
Whole Loan, 50% of Modification Fees collected during the related Collection Period in connection with a consent, approval or other
action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement; (iii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Fees
collected during the related Collection Period and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Assumption
Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is
not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement; (iv) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected
during the related Collection Period; (v) if the Whole Loan is a Specially Serviced Whole Loan, 100% of consent fees in connection
with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and if the Whole Loan is not a
Specially Serviced Whole Loan, 50% of consent fees in connection with a consent that involves no modification, waiver or amendment
of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence
of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (vi) if the Whole Loan
is a Specially Serviced Whole Loan, all or a portion of charges for beneficiary statements or demands and other loan processing
fees actually paid by the Borrower; (vii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of other loan processing fees
actually paid by the Borrower; (viii) interest or other income earned on deposits in the Foreclosed Property Account (but only
to the extent of the net investment earnings, if any, for each Collection Period); and (ix) 100% of late payment charges and Default
Interest (to the extent not applied to pay other amounts pursuant to Section 3.4(c)) that accrue when the Whole Loan is
a Specially Serviced Whole Loan.


 


Notwithstanding any other
provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for
an expense incurred


 



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under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount
of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Parties
(to the extent the Loan Parties are required to do so under the Loan Agreement); (ii) failure of the Loan Parties to reimburse
for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated
expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise
an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses
are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described
herein as a Trust Fund Expense.


 


Except as otherwise expressly
provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of
the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or
other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition
shall be void, unless such transfer is made to a successor Servicer or successor special servicer, as applicable, in connection
with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


As compensation for its
activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator
Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Certificate
Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent.
Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee (including that portion
of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in
whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as
applicable, responsibilities and obligations under this Agreement.


 


The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer to be deposited by the
Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable Special Servicer Fees by the
Special Servicer or its Affiliates. On any Distribution Date immediately following such receipt, the Special Servicer shall deliver
or cause to be delivered to the Servicer on the Determination Date related to such Distribution Date, and the Servicer shall deliver
to the Certificate Administrator, without charge, one (1) Business Day prior to the Distribution 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, the Servicer 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.


 






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3.18.      Reports to the Certificate Administrator; Account Statements. 


 


(a)          The Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format
reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 2:00 p.m.
(New York time) two (2) Business Days prior to each Distribution Date, the CREFC® Loan Periodic Update File and,
to the extent received by the Servicer for such Distribution Date, the CREFC® Appraisal Reduction Template, (ii) 2:00
p.m. (New York time) on the Remittance Date immediately preceding each Distribution Date, the remaining CREFC® Reports
(except the CREFC® Bond Level Files, the CREFC® Collateral Summary File, the CREFC®
Special Servicer File, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheet). The Certificate Administrator shall prepare the CREFC® Bond Level File.


 


Notwithstanding the foregoing,
the Servicer (or the Special Servicer, with respect to the Specially Serviced Whole Loan or Foreclosed Property) shall prepare
the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet on a quarterly
and annual basis (commencing with the quarter ending September 30, 2018 and year ending December 31, 2018), within 30 days after
receipt by the Servicer or the Special Servicer, as applicable, of the financial statements, operating statements, rent rolls,
or other information required to prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis
Report and the CREFC® NOI Adjustment Worksheet; provided, however, that any analysis or report with
respect to the first calendar quarter of each year shall not be required to the extent provided in the then-current applicable
CREFC® guidelines.


 


Additionally, the Servicer
shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
on a monthly basis to the Certificate Administrator; provided, however, the Servicer shall have no obligation to
update such reports except as set forth in the immediately preceding paragraphs, and no analysis or update shall be required to
the extent such analysis or update is not required to be provided under the then-current applicable CREFC® guidelines.


 


(b)          The Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Reports produced
by it pursuant to this Agreement not later than the time period specified in Section 3.18(a), and thereafter, upon
the request of S&P, to the 17g-5 Information Provider, who shall make such reports available to the Rating Agency on its website.


 


(c)          The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer
by the Loan Parties pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
the Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the
Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall use
efforts consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer will be required pursuant
to Section 3.18(a) of this Agreement to deliver to the Servicer the CREFC® Special Servicer Loan File and
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports and the most recently prepared or updated CREFC®


 



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Operating Statement Analysis Report and
CREFC® NOI Adjustment Worksheet with respect to the Whole Loan if it is a Specially Serviced Whole Loan and any
Foreclosed Property commencing in August 2018, and within thirty (30) days after its receipt of any operating statement and related
rent rolls for the Mortgaged Property or Foreclosed Property.


 


3.19.       [Reserved].


 


3.20.       [Reserved].


 


3.21.       Access to Certain Documentation Regarding the Whole Loan and Other Information.


 


(a)          Upon reasonable prior written request, the Certificate Administrator or the Custodian, as applicable, shall provide reasonable
access during its normal business hours at its Corporate Trust Office to certain reports and to information and documentation in
its possession or in its control regarding the Whole Loan to any Privileged Person (other than a Borrower Affiliate, the Manager,
or their respective agents or Affiliates); provided, however, that to the extent such reports, information and documentation
is provided to a Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate Administrator’s
Website. Such information shall include, but shall not be limited to, the CREFC® Reports provided to the Certificate
Administrator by the Servicer.


 


(b)          Upon request of the Depositor or S&P, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or S&P to the extent such information is delivered to the 17g-5
Information Provider electronically in accordance with Section 8.15(b). In no event shall the 17g-5 Information Provider
disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. In addition,
upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor
and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs
by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post such information on the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b).


 


(c)          Upon the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB
and is designated as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor
Certification in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively, the
“Rule 144A Information Recipients”), the Certificate Administrator shall make available to the Rule 144A Information
Recipients such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A Information”),
to the extent such Rule 144A Information has been received by the Certificate Administrator. If the Certificate Administrator receives
a request for Rule 144A Information in connection with the resale of any Certificate by a Certificateholder or Beneficial Owner,
and such Rule 144A Information has not previously been provided to the Certificate Administrator by the Depositor, the Certificate
Administrator shall, within three (3) Business Days of receipt of such request, notify the Depositor of such request and identify
the Rule 144A Information requested.  The Depositor shall use


 



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commercially reasonable efforts to provide the requested Rule
144A Information to the Certificate Administrator, to the extent the requested Rule 144A Information is in the Depositor’s
possession.  The Certificate Administrator shall, within three (3) Business Days of receipt of any additional Rule 144A Information
from the Depositor (i) convey such additional requested Rule 144A Information to the requesting Rule 144A Information Recipient
and (ii) post such additional requested Rule 144A Information on the Certificate Administrator’s Website.


 


3.22.       Inspections.
The Servicer shall inspect or cause to be inspected the Mortgaged Property not less frequently than once each year commencing
in 2019, so long as a Special Servicing Loan Event is not then continuing; provided that the Servicer shall not be required
to inspect the Mortgaged Property if the Special Servicer has inspected the Mortgaged Property in the past 12 months. The Special
Servicer shall inspect or cause to be inspected the Mortgaged Property, as applicable, and as soon as practicable following the
occurrence of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is continuing. The Servicer
or the Special Servicer, as applicable, shall further inspect, or cause to be inspected, the Mortgaged Property whenever it receives
information that the Mortgaged Property has been materially damaged, left vacant, or abandoned, or if waste is being committed
thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted Servicing Practices. The
cost of the annual inspections referred to in the first sentence of this paragraph shall be an expense of the Servicer; the cost
of all additional inspections referred to in this paragraph shall be a Trust Fund Expense (except to the extent such expense is
required to be borne by the Companion Loan Holders pursuant to the terms of the Co-Lender Agreement) and if paid by the Servicer
shall constitute a Property Protection Advance or an Administrative Advance. If such amounts are reimbursed from amounts allocable
to the Mortgage Loan, the Servicer (with respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special
Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from
amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan
Holders and (ii) use efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights of the
Trust under the Co-Lender Agreement to obtain reimbursement from the Companion Loan Holders for a pro rata portion (based
on the outstanding principal balance of the Notes) of such amount allocable to the Companion Loans. The Servicer or Special Servicer,
as the case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator and the Companion
Loan Holders in electronic format. The Certificate Administrator shall post such report on the Certificate Administrator’s
Website pursuant to Section 8.15(b).


 


3.23.       Advances. (a)  In the event that all or a portion of any Monthly Payment (other than the Balloon Payment
and Default Interest) or an Assumed Monthly Payment, as applicable representing interest on the Mortgage Loan has not been received
by the close of business on the Business Day immediately prior to the Remittance Date, the Servicer, subject to its determination
that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the Distribution Account, in
an amount equal to the interest portion of such Monthly Payment (or portion thereof) (or in the amount of the Assumed Monthly Payment,
or portion thereof, as applicable) with respect to the Mortgage Loan that has not been received by the close of business on the
Business Day immediately prior to such Remittance Date (net of


 



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the Servicing Fee with respect to the Mortgage Loan, which shall
not be paid to the Servicer until funds in the Collection Account are available for payment of such fee); provided that
neither the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with
respect to the Mortgage Loan if the delinquent amount of the Monthly Payment (or, if applicable, the Assumed Monthly Payment) in
respect of such Mortgage Loan is received by the Servicer by 2:00 p.m., New York time, on such Remittance Date. The portion of
any Monthly Payment Advance equal to the CREFC® Intellectual Property Royalty License Fee for the Mortgage Loan
and such Distribution Date will not be remitted to the Certificate Administrator but will be remitted to CREFC®
by the Servicer. The Servicer shall also advance in respect of each Payment Date following (x) a delinquency in the payment
of the Balloon Payment of the Mortgage Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion)
of the Whole Loan or (y) not later than the related Remittance Date, to the Distribution Account, the amount of any Assumed
Monthly Payment deemed due with respect to the Mortgage Loan on such Payment Date (net of the Servicing Fees). For the avoidance
of doubt, in the event that the amount of interest and/or principal on the Mortgage Loan is reduced as a result of any modification
to the Mortgage Loan, any Monthly Payment Advance made with respect to such modified Mortgage Loan shall be in such amounts as
may be required as a result of such reduction. Notwithstanding anything to the contrary herein and subject to the determination
of nonrecoverability provided in this Section 3.23, in the event that the Mortgaged Property becomes Foreclosed Property,
the Servicer shall continue to make advances as required pursuant to this Section 3.23(a) with respect to each Payment
Date following such event in an amount equal to the Monthly Payment or Assumed Monthly Payment, as applicable, due or deemed due
with respect to the Mortgage Loan on such Payment Date, as if the Mortgaged Property had not become a Foreclosed Property and the
Mortgage Loan continued to be outstanding. If and to the extent such information is not already included in the Distribution Date
Statement for the month in which such Monthly Payment Advance is made, the Servicer shall notify the master servicer and trustee
with respect to each Other Securitization Trust of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a)
within two Business Days of making such Advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made
pursuant to this Section 3.23(a) on the Mortgage Loan and shall notify the Certificate Administrator thereof in the
appropriate CREFC® Reports in order to permit allocation thereof pursuant to Sections 3.4 and 3.5.
In the event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance
Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to
the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate
Administrator interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding
the Distribution Date or, if earlier, the actual remittance date. Neither the Servicer nor the Trustee will be required to make
a Companion Loan Advance or any administrative advance in respect of any Companion Loan. Neither the Servicer nor the Trustee will
be entitled to interest on any Monthly Payment Advance on the Mortgage Loan until the related Loan Payment Date has passed. The
Servicer and the Trustee, as applicable, will each be entitled to reimbursement for a Monthly Payment Advance and any Administrative
Advance from any collections on the Whole Loan prior to any distributions to the Certificateholders.


 






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At any time that a Trust
Appraisal Reduction Amount exists with respect to the Whole Loan, the amount that would otherwise be required to be advanced by
the Servicer in respect of delinquent payments of interest on the Mortgage Loan shall be reduced by multiplying such amount by
a fraction, the numerator of which is the then-outstanding principal balance of the Mortgage Loan minus the Trust Appraisal Reduction
Amount allocable to the Mortgage Loan (including any deemed Trust Appraisal Reduction Amount) and the denominator of which is the
then-outstanding principal balance of the Mortgage Loan.


 


(b)          Subject to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders and the Companion
Loan Holders, to the extent it determines such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses
incurred by the Servicer or the Special Servicer in the performance of its respective servicing obligations, including, but not
limited to, the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection
of the Mortgaged Property that, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices,
are necessary to prevent an immediate or material loss to the Trust’s interest in the Mortgaged Property, (ii) the payment
of (A) real estate taxes, assessments, ground rents and governmental charges that may be levied or assessed against any Loan
Party or any of its Affiliates or the Mortgaged Property or revenues therefrom or that become liens on the Mortgaged Property,
(B) insurance premiums and (C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable
(including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the applicable Loan Parties
that are incurred in connection with a sale of the Whole Loan, the negotiation of a workout of the Whole Loan, an assumption of
the Whole Loan or a release of the Mortgaged Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings,
including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs
for third party experts, including Independent Appraisers, environmental and engineering consultants, and (iv) the management,
operation and liquidation of the Mortgaged Property if the Mortgaged Property is acquired by the Trust (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance amounts eligible
for withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (iv)(b), (v)
(to the extent reimbursements of such amounts are owed to the Trustee only), (vi), (viii) and (x) of Section 3.4(c)
(collectively, “Administrative Advances”) on or prior to the related Distribution Date to the extent (A) such
amounts are not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it determines
that such amounts are payable or reimbursable by the Borrower and would not be a Nonrecoverable Advance. During the continuation
of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five (5) Business
Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance with respect
to the Whole Loan or any Foreclosed Property; provided, however, that only three (3) Business Days’ written
notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition, the Special
Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the
Servicer to determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance. Subject to Section
6.3, notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the
Servicer may conclusively rely on such request as


 



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evidence that such advance is not a Nonrecoverable 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 Advances other than emergency Advances (although such request may relate to more than one Advance).


 


(c)          To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall
be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and
the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this
Agreement, and shall continue to apply with respect to the Mortgage Loan after any modification or amendment of the Whole Loan
pursuant to Section 3.24 hereof, beyond the Maturity Date of the Whole Loan if a payment default shall have occurred
on such date and through any court appointed stay period or similar payment delay resulting from any insolvency of any Loan Party
or related bankruptcy, notwithstanding any other provision of this Agreement, subject to the requirement of recoverability, until
the earliest of (i) the payment in full of the Whole Loan, (ii) the date on which the entirety of the Mortgaged Property
becomes liquidated or (iii) the date on which the Whole Loan is sold.


 


(d)          Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding
at a rate of interest equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day
on which the Prime Rate was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of
days elapsed in a month. Interest on the Advances shall compound annually. If the context requires, each reference to the reimbursement
or payment of an Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at
the Advance Rate through but excluding the date of payment or reimbursement.


 


(e)          Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to
make an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together
with interest thereon at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer,
in that order, shall be entitled to reimbursement for any such Advances relating to the Mortgage Loan or the Whole Loan, as applicable,
from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires,
each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to,
payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement.


 


(f)           The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the
Companion Loan Holders, the Certificate Administrator, the Trustee (if such determination is made by the Servicer), the Servicer
and the Special Servicer, that sets forth the determination of nonrecoverability and the considerations forming the basis of such
determination with supporting documents attached. Such Officer’s Certificate shall be made available to any Privileged Person
by the Certificate Administrator posting such Officer’s Certificate to the Certificate Administrator’s Website in accordance
with Section 8.15(b). The costs of any appraisals,


 



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engineering reports, environmental reports or surveys and other information
requested by the Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses
(except to the extent such expenses are reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant
to the terms of the Co-Lender Agreement), payable from the Collection Account pursuant to Section 3.4(c), and shall
constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee from
its funds. If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer (with respect to the Whole
Loan when it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed
Property) shall, after receiving payment from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any,
to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with Accepted Servicing Practices to exercise
on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement for a pro rata portion
(based on the principal balances of the Notes) of such amount allocable to the Companion Loans from the Companion Loan Holders
(including, if such amounts cannot be recovered from the Whole Loan, from general collections of the related Other Securitization
Trust, if applicable). Subject to Section 6.3, the Servicer’s reasonable determination of nonrecoverability in accordance
with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively
thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination
in its commercially reasonable judgment, solely in its capacity as Trustee.


 


(g)          The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to
any Companion Loans, (ii) any Balloon Payment with respect to the Mortgage Loan (but are obligated to advance the related
Assumed Monthly Payment in accordance with the terms of this Agreement), (iii) any Default Interest, late payment charges
or Prepayment Fees, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant
to Section 3.12(c)), any failure of the Mortgaged Property to comply with any applicable law, including any environmental
law, or (except in connection with the foreclosure or other acquisition of the Mortgaged Property in accordance with Section 3.12
upon the occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental
condition present at the Mortgaged Property, (v) any losses arising with respect to defects in the title to the Mortgaged
Property, (vi) any costs of capital improvements to the Mortgaged Property other than those necessary to prevent an immediate
or material loss to the Trust’s interest in the Mortgaged Property, or (vii) any monthly payment advances or administrative
advances with respect to the Companion Loans.


 


(h)          With respect to the Mortgage Loan, the Servicer will be permitted to make its own determination that it has made a Monthly
Payment Advance that is a Nonrecoverable Advance or that any proposed Monthly Payment Advance, if made would constitute a Nonrecoverable
Advance thereto independently of any determination made by any servicer of any Companion Loan. If the Servicer or the Trustee,
as applicable, receives written notice from any such servicer, that it has determined, with respect to any Companion Loan, that
any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or


 



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interest is, a nonrecoverable
advance, such determination will not be binding on the Certificateholders, the Servicer or the Trustee.


 


(i)           The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination:
(a) the existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Mortgage
Loan, the Whole Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Servicer or the Trustee, (b) the obligations of the Borrower under the terms of the Whole Loan as it may
have been modified, (c) the Mortgaged Property in its “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer
or in its commercially reasonable 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 the Mortgaged Property, (d) future expenses and (e) the timing of recoveries.


 


3.24.       Modifications of Loan Documents. (a)  (i) The Servicer (if no Special Servicing Loan Event has occurred
and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decision) or the Special
Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the Special Servicer obtaining the consent
of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the
occurrence and continuance of a Control Event, and (y) the consultation and review rights of the Directing Certificateholder (subject
to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance of a Control
Event but prior to the occurrence of a Consultation Termination Event, modify, waive or amend any term of the Whole Loan if such
modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause
the Trust REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under the REMIC Provisions
(and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection
with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer
permit an extension of the Maturity Date beyond the date that is the earlier of (a) five (5) years prior to the latest Rated Final
Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration to the
remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options to extend
the ground lease exercisable unilaterally by the Borrower. In connection with (i) the release of the Mortgaged Property or
portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property or portion thereof by exercise
of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable,
to calculate the loan-to-value ratio of the remaining portion of the Mortgaged Property, for purposes of REMIC qualification of
the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property
and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to
any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer
shall forward such notice to the Directing Certificateholder.


 






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(c)          All modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Servicer (if the notice is given by the Special
Servicer), the Companion Loan Holders and the Depositor and, so long as no Consultation Termination Event has occurred, the Directing
Certificateholder, in writing, of any modification, waiver or amendment of any term of the Whole Loan and the date thereof, and
shall deliver to the Custodian (with a copy to the Trustee, the Servicer (if notice is given by the Special Servicer) and the Companion
Loan Holders) an original recorded (if applicable) counterpart of the agreement relating to such modification, waiver or amendment
within ten (10) Business Days following the execution and recordation (if applicable) thereof. In the event the Servicer or Special
Servicer, or a court of competent jurisdiction in connection with a workout or proposed workout of the Whole Loan, modifies the
interest rate applicable to the Whole Loan, the aggregate adverse economic effect of the modification (if any) required to be borne
by the holders of the Trust Notes pursuant to the Co-Lender Agreement shall be applied to the Certificates, in reverse order of
seniority. If all or any portion of the Whole Loan is modified, the Note Rates shall not change for purposes of determining the
Net Trust Note Rates and distributions on the Certificates.


 


(d)          Any modification, extension, waiver or amendment of the payment terms of the Mortgage Loan and the Companion Loans will
be required to be structured to be consistent with the allocation and payment priorities in the Loan Documents and the Co-Lender
Agreement, such that neither the Trust as holder of the Mortgage Loan nor a Companion Loan Holder gains a priority over the other
such holder that is not reflected in the related Loan Documents and the Co-Lender Agreement.


 


(e)          Any modification, waiver or amendment with respect to the Companion Loans may be subject to the consultation of the Companion
Loan Holders and the Special Servicer as described pursuant to the terms of the Co-Lender Agreement and this Agreement.


 


(f)           Subject to Section 3.26, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant
to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency
Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable,
first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Parties’
expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Loan Parties do not pay, as
a Trust Fund Expense.


 


(g)          Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may,
in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation or consent of the Directing Certificateholder),
grant the Borrower’s request for consent to subject the Mortgaged Property to an easement, right-of-way or similar agreement
for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan
to such easement, right-of-way or similar agreement and may not condition the granting of any


 



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of the above on receipt of Rating
Agency Confirmation if such condition would not be consistent with or permitted by the Loan Documents.


 


(h)          Subject to Section 3.26 of this Agreement, prior to implementing any of the actions under Section (vi)
of the definition of Major Decisions, the Servicer or Special Servicer shall obtain a Rating Agency Confirmation from S&P.


 


(i)           The Servicer, rather than the Special Servicer, shall be responsible for processing any defeasance of the Whole Loan. Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Mortgaged Property pursuant to the defeasance provisions of
the Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Loan Documents, in an amount sufficient to make all scheduled payments required under the
terms of the Whole Loan when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity)
on the Whole Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions of Counsel
(at the expense of the related Borrower) to the effect that the Trustee, on behalf of the Trust Fund, will have a first priority
perfected security interest in such substituted property; provided, however, that, to the extent consistent with
the Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the Loan Documents, the related Borrower shall establish a single purpose entity to act as a successor
mortgagor, if so required by S&P, (v) to the extent permissible under the Loan Documents, the Servicer shall use its reasonable
efforts to require the related Borrower 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 Loan Documents, the Servicer shall obtain, at the expense
of the Borrower, Rating Agency Confirmation from S&P. If the Servicer receives notice of a request for defeasance with respect
to the Whole Loan, the Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Mortgage
Loan Seller or its respective assignee and (ii) until such time as the Mortgage Loan Seller provides written notice to the
contrary, notice of a defeasance of the Whole Loan shall be delivered to such Loan Seller pursuant to the notice provisions of
the Mortgage Loan Purchase Agreement.


 


(j)           The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Whole Loan in advance of its Payment Date, and
not as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the 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)          Subject to the terms of this Section 3.24, each of the Servicer and Special Servicer, respectively, shall be permitted
in its sole discretion to waive all or any portion of Default Interest to the extent consistent with Accepted Servicing Practices.
Failure to waive any Default Interest by the Servicer or Special Servicer shall not in any way be deemed a violation of Accepted
Servicing Practices.


 






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3.25.       Conflicts of Interests; Mandatory Resignation of Special Servicer. (a)  The Servicer, the Special Servicer
and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights
it would have if it were not the Servicer or the Special Servicer or such agent except as otherwise provided herein subject to
the restrictions on voting set forth in the definition of Certificateholder.


 


(b)          None of the Servicer, the Special Servicer nor any of its Affiliates shall resign from its obligations and duties as Servicer
or Special Servicer, as applicable, under this Agreement, except as provided in Section 6.4. In the event that the
Special Servicer becomes a Borrower Affiliate, the Special Servicer shall promptly notify the Trustee and the Certificate Administrator
of such affiliation. Upon receipt of such notice, the Trustee shall promptly send a request to the Special Servicer requesting
that the Special Servicer resign as Special Servicer and promptly appoint a replacement special servicer in accordance with Section 6.4.
In the event that no replacement Special Servicer is appointed within thirty (30) days for any reason after receipt by the Trustee
of a notice of such affiliation, the Trustee may petition the court for appointment of a successor special servicer at the expense
of resigning Special Servicer.


 


3.26.       Rating Agency Confirmation. Notwithstanding the terms of the Loan Documents or other provisions of this Agreement,
if any action under the Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from S&P
that a particular action will not cause a downgrade, withdrawal or qualification of the then-current ratings of the Certificates
as a condition precedent to such action, if the party (the “Requesting Party”) seeking to obtain such Rating
Agency Confirmation or written confirmation has made a request to the Rating Agency for such Rating Agency Confirmation or written
confirmation and, within ten (10) Business Days of such request being sent to S&P, S&P has not replied to such request
or has responded in a manner that indicates that S&P is either declining to review such request or waiving the requirement
for Rating Agency Confirmation or written confirmation, then such Requesting Party shall be required to (i) confirm (through
direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that S&P has received
the Rating Agency Confirmation or written confirmation request, and, if it has, promptly request such Rating Agency Confirmation
or written confirmation again, and (ii) if there is no response to either such Rating Agency Confirmation or written confirmation
request within five (5) Business Days of such second request, then (x) with respect to any condition in any Loan Document
requiring such Rating Agency Confirmation or such written confirmation or any other matter under this Agreement relating to the
servicing of the Whole Loan (other than as set forth in clause (y) below), such condition shall be deemed to be satisfied
(provided that granting such request is in accordance with Accepted Servicing Practices), and (y) with respect to a
replacement of the Servicer or Special Servicer, such condition shall be deemed to be satisfied if the replacement servicer or
special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage
Special Servicer, as applicable.


 


Any Rating Agency Confirmation
requests made by the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing (and email shall be sufficient as a writing), which writing shall contain a cover page indicating the
nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as


 



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applicable, reasonably deems 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 8.15(b).


 


Promptly following the
Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.26 following
any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer, as applicable,
shall provide 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 post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b).


 


3.27.       Miscellaneous Provisions.


 


Notwithstanding the terms
of the Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any Companion Loan as
to which there exists Companion Loan Securities, if any action relating to the servicing and administration of the Whole Loan or
any Foreclosed Property, any amendment to this Agreement or replacement of the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee (a “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition
precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action shall also
require delivery of a Companion Loan Rating Agency Confirmation to the master servicer, the special servicer or the certificate
administrator to any Other Securitization Trust as a condition precedent to such action from each Companion Loan Rating Agency.
Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or the Special Servicer, as applicable, depending
on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with a Relevant Action. The requirement
to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be permitted to be waived
by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining
Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable,
depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterparts
(i.e., the master servicer or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other
party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related
Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such
format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation
all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s)
for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider,
and (ii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such
Companion Loan Rating Agency Confirmation promptly following such request.


 






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3.28.       Companion Loan Intercreditor Matters.


 


(a)          If, pursuant to Section 2.8, or Section 3.16, the Mortgage Loan is, in its entirety, purchased or repurchased
from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the
rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to
the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Loan shall be endorsed
or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Loan in its capacity as the holder of the Trust
Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notes) on behalf of the
holders of the Companion Notes. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender
Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer
or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan.


 


(b)          With respect to any Companion Loan that 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 Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Mortgage Loan Seller or requesting party), but only to the extent
(i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan
Seller or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt,
none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset
review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable
determination, be a violation of this Agreement or the Co-Lender Agreement.


 


(c)          Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement,
the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to
the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect
to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition,
notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to
each Companion Loan Holder to the extent required under the Co-Lender Agreement.


 


(d)          At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable
parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer
and


 



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special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required
to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when
so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender
Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Co-Lender Agreement.


 


3.29.       Additional Matters with Respect to the Mortgage Loan, any Companion Loan and the Whole Loan.


 


(a)          In the event that the Mortgage Loan Seller (a “Repurchasing Seller”) repurchases its Trust Notes (each,
a “Repurchased Note”) in accordance with Section 2.8 of this Agreement and Section 8 of the
Mortgage Loan Purchase Agreement, and one or more Companion Notes remain outstanding and are held by one or more Other Securitization
Trusts, the Servicer and Special Servicer agree that pursuant to Sections 2 and 5 of the Co-Lender Agreement, the provisions of
this Agreement and the Co-Lender Agreement shall continue to apply with respect to the servicing and administration of the Whole
Loan (and the Mortgage Loan Seller has agreed to such provisions in the Mortgage Loan Purchase Agreement) until such time as the
related successor holders of the Trust Notes and the Companion Loan Holders have entered into a replacement servicing agreement
with respect to the Whole Loan or the Companion Notes are repurchased from their respective Other Securitization Trusts.


 


(b)          Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective
Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement,
except that the Repurchasing Seller shall hold and retain title to its original Repurchased Notes and any related endorsements
thereof.


 


(i)           Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this
Agreement by the Servicer and shall be applied to each related Note in accordance with the Co-Lender Agreement, subject to Section
3.29(b)(ii). In the event that the Mortgaged Property becomes Foreclosed Property, payments or any other amounts received with
respect to the Whole Loan shall be collected and shall be applied to each Note in accordance with the Co-Lender Agreement and this
Agreement, subject to Section 3.29(b)(ii). Payments or any other amounts received with respect to the related Repurchased
Note shall be held in trust by the Servicer for the benefit of the Repurchasing Seller and remitted (net of the Servicing Fees,
Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents
the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses, Property Protection Advances and any interest
accrued thereon at the Advance Rate that are allocable to or attributable to such Repurchased Note in accordance with the Co-Lender
Agreement and Section 3.29(b)(ii)) to the Repurchasing Seller or its designee by the Servicer on or before each Distribution


 



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Date pursuant to instructions provided by the Repurchasing Seller and deposited and applied in accordance with this Agreement.


 


(ii)          In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate
amount due under the Whole Loan at any particular time, the Repurchasing Seller shall be entitled to receive from the Servicer
an amount equal to the Repurchasing Seller’s allocable share of such payment as determined in accordance with the Co-Lender
Agreement and this Section 3.29(b)(ii). All expenses, losses and shortfalls including, without limitation, losses of principal
or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees
and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses relating to the servicing
and administration of the Whole Loan will be allocated to the holders of the Notes in accordance with the Co-Lender Agreement.
All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared
Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees
related to the related Notes) and other Trust Fund Expenses that are allocated to the Repurchased Notes shall be borne by the applicable
Repurchasing Seller and shall reduce the amount of collections in respect of the Repurchased Notes that are distributable to the
Repurchasing Seller.


 


(iii)         For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement,
the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent
with the terms of this Agreement. The Repurchasing Seller shall not be permitted to terminate the Servicer or Special Servicer
as servicer or special servicer of the related Repurchased Note. All rights of the Lender under the Whole Loan will be exercised
by the Servicer or Special Servicer on behalf of the Repurchasing Seller and the Companion Loan Holders to the extent of their
respective interest therein (as a collective whole) in accordance with this Agreement, taking into account the interests of each
of the holders of the Notes. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have
any obligation to make any Monthly Payment Advance with respect to Repurchased Notes.


 


(iv)         Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and
disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer,
Special Servicer, and CREFC® with respect to the related Repurchased Note as provided in this Agreement. The Servicer,
Certificate Administrator, and the Special Servicer shall have no reporting requirement with respect to the related Repurchased
Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification,
shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise
have under the terms of this Agreement.


 


(c)          If any Note is considered a Specially Serviced Whole Loan, then each Note shall be a Specially Serviced Whole Loan under
this Agreement. The Special Servicer


 



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shall cause such related Repurchased Note to be specially serviced for the benefit of the
Repurchasing Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special
Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement.


 


(d)          If (A) the Servicer shall pay any amount to the Repurchasing Seller pursuant hereto in the belief or expectation that
a related payment has been made or will be received or collected and (B) such related payment is not received or collected
by the Servicer, then the Repurchasing Seller will promptly on demand by the Servicer return such amount to the Servicer. If the
Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned
to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision
of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Repurchasing Seller, and the Repurchasing
Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion
thereof that the Servicer may have distributed to the Repurchasing Seller, together with interest thereon at such rate, if any,
as the Servicer may pay to the Borrower or such other Person or entity with respect thereto.


 


(e)          Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased
Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding
the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding
sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents,
agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of
the Whole Loan without the consent of the Repurchasing Seller, subject, however, to Section 3.24.


 


(f)           In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be
subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this
Agreement or the Co-Lender Agreement; and shall only be liable to the Repurchasing Seller to the same extent as set forth herein
as it is liable to the Trust.


 


(g)          If the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole
Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a
Nonrecoverable Advance, the Repurchasing Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the
Special Servicer, as applicable, in an amount equal to its allocable share of such Nonrecoverable Advance and accrued interest
thereon at the Advance Rate as determined in accordance with Section 2(b) of the Co-Lender Agreement and Section 3.29(b)(ii).


 






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(h)          The Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of
the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)           The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with Accepted Servicing Practices to execute and deliver, on behalf of the Repurchasing Seller as a
holder of the related Repurchased Note, any and all documents and instruments necessary to maintain the lien created by the Mortgage
or other security document related to the Whole Loan on the Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation,
or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased
Notes and the Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. The Repurchasing Seller agrees
to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary
or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the Whole Loan; provided, however, that the Repurchasing Seller shall not
be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to,
or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided
that the Servicer or the Special Servicer, without the written consent of the Repurchasing Seller, shall not initiate any action
in the name of the Repurchasing Seller without indicating its representative capacity that actually causes the Repurchasing Seller
to be registered to do business in any state.


 


(j)           The Repurchasing Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related
to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests
for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Mortgaged Property
or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available
at law or equity with respect to the related Repurchased Note.


 


The rights granted to
the Repurchasing Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification
in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities
granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall
not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer
rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.


 


4.          DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.         Distributions. (a)  On each Distribution Date, to the extent of Non-Risk Retained Certificate Available
Funds, amounts held in the Distribution Account shall be withdrawn and distributed by the Certificate Administrator in the following
amounts:


 






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first, to the
Class A Certificates in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


second, to the
Class A Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance
of such Class is reduced to zero;


 


third, to the
Class A Certificates, in an amount up to the amount of all Non-Risk Retained Certificate Realized Losses previously allocated to
such Class pursuant to Section 4.1(g) and not reimbursed on prior Distribution Dates;


 


fourth, to the
Class B Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth, to the
Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


sixth, to the
Class B Certificates, in an amount up to the amount of all Non-Risk Retained Certificate Realized Losses previously allocated to
such Class pursuant to Section 4.1(g) and not reimbursed on prior Distribution Dates;


 


seventh, to the
Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth, to the
Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


ninth, to the
Class C Certificates, in an amount up to the amount of all Non-Risk Retained Certificate Realized Losses previously allocated to
such Class pursuant to Section 4.1(g) and not reimbursed on prior Distribution Dates;


 


tenth, to the
Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh, to the
Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of such
Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


twelfth, to the
Class D Certificates, in an amount up to the amount of all Non-Risk Retained Certificate Realized Losses previously allocated to
such Class pursuant to Section 4.1(g) and not reimbursed on prior Distribution Dates;


 






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thirteenth, when
the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full of all
unpaid expenses of the Trust, to the Class R Certificates, any remaining amounts.


 


In no event will any
Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance which in the aggregate exceed
the Original Certificate Balance of such Class.


 


(b)          On each Distribution Date, to the extent of the Risk Retained Certificate Available Funds for such Distribution Date, amounts
held in the Distribution Account shall be withdrawn and paid in the following amounts:


 


(i)           first, to the RR Interest Owners, in respect of interest, up to an amount equal to the Risk Retained Certificate
Interest Distribution Amount for such Distribution Date;


 


(ii)          second, to the RR Interest Owners, in reduction of the Certificate Balance of the RR Interest, up to an amount equal
to the Risk Retained Certificate Principal Distribution Amount for such Distribution Date, until the Original Certificate Balance
has been reduced to zero;


 


(iii)         third, to the RR Interest Owners, up to an amount equal to the unreimbursed Risk Retained Certificate Realized Losses
previously allocated to the RR Interest pursuant to Section 4.1(g) and not reimbursed on prior Distribution Dates; and


 


(iv)         fourth, when the Certificate Balance of the RR Interest has been reduced to zero and after payment in full of all
unpaid expenses of the Trust, to the Class R Certificates, any remaining amounts.


 


(c)          All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall
be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests.
All amounts distributable to the RR Interest or Class R Certificates pursuant to Section 4.1(b) on each Distribution Date
shall be allocated among the outstanding Certificates in such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account in error to the extent
funds are available for such purpose) to each Certificateholder of record on the related Record Date by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register (or, with respect to the RR Interest,
the registry of ownership) if wiring instructions have not been received at least five (5) Business Days prior to the Distribution
Date. The final distribution on each Certificate and RR Interest shall be made in like manner, but, with respect to the Certificates,
only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 






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(d)          The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate
Administrator that the final distribution with respect to any Class of Certificates or the RR Interest is expected to be made,
post a notice on the Certificate Administrator’s Website pursuant to Section 8.15(b) and mail to each Holder of such
Class of Certificates on such date to the effect that:


 


(i)           the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates or RR Interest shall be made on such Distribution Date, but, with respect to the Certificates,
only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)          if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after
the end of the Certificate Interest Accrual Period related to such Distribution Date.


 


(e)          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 in trust for the benefit
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
4.1 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 to receive the final distribution with respect thereto. If within one (1) year after the second notice not all of
such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All
such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year
period following such second notice, notwithstanding any termination of the Trust Fund. If within two (2) years after the second
notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, to the extent
permitted by escheatment law, hold all amounts distributable to the Holders thereof for the benefit of such Holders until the earlier
of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund, at which time such amounts shall be distributed to the Depositor.
No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or 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 4.1(e). Any such amounts transferred to the Certificate Administrator shall not be invested.


 


(f)           The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so
long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty
to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to


 



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Section 3.18(a)
and, in the absence of manifest error in such information, may conclusively rely upon it.


 


(g)          On each Distribution Date, Non-Risk Retained Certificate Realized Losses with respect to the Mortgage Loan shall be allocated
to each Class of Certificates in the following order:


 


first, to the
Class D Certificates;


 


second, to the
Class C Certificates;


 


third, to the
Class B Certificates; and


 


fourth, to the
Class A Certificates;


 


in each case until the Certificate Balance
of each such Class has been reduced to zero.


 


On each Distribution
Date, Risk Retained Certificate Realized Losses with respect to the Mortgage Loan shall be allocated to the RR Interest to reduce
its Certificate Balance until it has been reduced to zero.


 


4.2.         Withholding Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply
with all federal withholding requirements with respect to payments to Certificateholders and other payees that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for any such withholding and such Certificateholders shall furnish any information as may be required for the Certificate Administrator
to comply with any withholding requirements, and each Certificateholder shall be deemed by the acceptance of its Certificate to
agree to provide the Certificate Administrator information relating to such Certificateholder solely to the extent necessary for
the Certificate Administrator to determine any required withholding amounts. In the event the Certificate Administrator withholds
any amount from interest payments or advances thereof or other amounts to any Certificateholder or payee pursuant to federal withholding
requirements, amounts so withheld shall be treated as having been entirely distributed to such Certificateholder or payee, and
the Certificate Administrator shall indicate the amount withheld to such Certificateholder or payee through a report.


 


4.3.         Allocation and Distribution of Yield Maintenance Premiums and Yield Maintenance Default Premiums. Prepayment Fees,
if any, collected by the Servicer in respect of the Mortgage Loan during the related Collection Period (the “Yield Maintenance
Allocation Amount”) shall be remitted from the Servicer on the Remittance Date to the Certificate Administrator and shall
be distributed by the Certificate Administrator to (i) the holders of the RR Interest in an amount equal to the product of
the Required Risk Retained Percentage and the Yield Maintenance Allocation Amount and (ii) the Holders of each Class of Sequential
Pay Certificates (excluding the Class R Certificates) on the related Distribution Date in an amount equal to the product of
(x) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator
is the total amount of principal distributed to all Classes of Certificates on such Distribution Date and (y) the product
of the


 



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Non-Risk Retained Percentage and the amount of the Yield Maintenance Allocation Amount collected during such Collection
Period.


 


4.4.         Statements to Certificateholders. (a)  On each Distribution Date, based on information provided by the
Servicer or the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available pursuant to Section
8.15(b) to any Privileged Person (including a Privileged Person who provides the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-2 hereto) and shall deliver to the Initial Purchaser, a statement,
based upon information provided by the Servicer or the Special Servicer, as applicable, in respect of the distributions made on
such Distribution Date (a “Distribution Date Statement”) setting forth:


 


(i)           for each Class of Regular Certificates (1) the amount of the distributions made on such Distribution Date allocable to interest
at the Pass-Through Rate or the RR Interest Rate, as applicable, and/or the amount allocable to principal (separately identifying
the amount of any principal payments (specifying the source of such payments)), (2) the amount of any Yield Maintenance Premiums
or Yield Maintenance Default Premiums collected on the Mortgage Loan allocable to each Class of Certificates and (3) the amount
of interest paid on Advances from Default Interest and allocable to such Class or RR Interest;


 


(ii)          if the amount of the distribution to the Holders of any Class of Certificates was less than the full amount that would have
been distributable to such Holders if there had been sufficient Risk Retained Certificate Available Funds or Non-Risk Retained
Certificate Available Funds, as applicable, the amount of the shortfall allocable to such Class or RR Interest, respectively, stating
separately the amounts allocable to principal and interest;


 


(iii)         the amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         the Certificate Balance of each Class of Regular Certificates after giving effect to any distribution in reduction of the
Certificate Balance on such Distribution Date and the allocation of Non-Risk Retained Certificate Realized Losses and Risk Retained
Certificate Realized Losses, as applicable on such Distribution Date;


 


(v)          the principal balance of the Mortgage Loan, the principal balance of each Note and the Certificate Balance of each Class
of Certificates as of the end of the Collection Period for such Distribution Date and the amount of Non-Risk Retained Certificate
Realized Losses or Risk Retained Certificate Realized Losses, as applicable, allocated to each Class;


 


(vi)         the aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Whole Loan during
the related Collection Period, and the aggregate amount of such payments allocable to the Mortgage Loan;


 


(vii)        identification of any Mortgage Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event or
any Special Servicer Termination Event under this Agreement that in any case has been declared as of the


 



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close of business on the
second Business Day prior to the end of the preceding calendar month;


 


(viii)       the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with
respect to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained
by the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator Fee (including the portion
that is the Trustee Fee), the Special Servicing Fee and the CREFC® Intellectual Property Royalty License Fee with
respect to such Distribution Date;


 


(ix)         the number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and
the date upon which any foreclosure proceedings have been commenced;


 


(x)          whether the Mortgaged Property, as of the close of business on the Payment Date preceding such Distribution Date had become
a Foreclosed Property, together with an identification of same;


 


(xi)         information with respect to any declared bankruptcy of the Borrower or any other Loan Party;


 


(xii)        as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of
such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 


(xiii)       a list of conveyances or transfers of any portion of the Mortgaged Property by the Borrower reported to the Certificate
Administrator to the extent not already reported on the CREFC® Reports provided by the Servicer and posted on the
Certificate Administrator’s Website;


 


(xiv)       the aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)        the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)       any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


 


(xvii)      the amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Parties during the related Collection
Period;


 


(xviii)     an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with
respect to the related Distribution Date;


 






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(xix)        the aggregate amount of any unanticipated expenses of the Trust reimbursable or payable by the Borrower under the Loan Agreement;


 


(xx)         the amount of the Yield Maintenance Premium or Yield Maintenance Default Premium, if any, collected in respect of the Mortgage
Loan during the related Collection Period and distributed on such Distribution Date to the Certificateholders; and


 


(xxi)        the Note Rates and Net Trust Note Rates for the related Whole Loan Interest Period; and


 


(xxii)       a statement that there is available on the Certificate Administrator’s Website information regarding ongoing compliance
by Wells Fargo (in its capacity as Retaining Sponsor) with its covenants pursuant to Section 3(i) and 3(ii) of the
EU Risk Retention Agreement.


 


The Depositor, the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting requirements of the Distribution
Date Statement without Certificateholder approval.


 


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 upon written request to the Certificate Administrator, a statement containing the
information set forth in clauses (i) and (ii) above as to the applicable Class or RR Interest, aggregated for such
calendar year or applicable portion of such year during which such Person was a Certificateholder, together with such other information
as the Certificate Administrator deems necessary or desirable, or that a Certificateholder, beneficial owner of a Certificate reasonably
requests, to enable Certificateholders to prepare their tax returns for such calendar year or as otherwise required by law. 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.


 


The Certificate Administrator
will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without independent verification.
The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled to rely on information supplied
by the Whole Loan Borrower without independent verification.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices
under the “Special Notices” tab and the “Risk Retention Special Notices” tab on the Certificate Administrator’s
Website, and each Certificateholder and Beneficial Owner may register to receive email notifications when such notices are posted
on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement from the requesting
Certificateholders for the reasonable expenses of posting notices of such requests.


 


(b)           The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for
this purpose a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the
form of Exhibit K-2


 



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hereto) on each Distribution Date pursuant to Section 8.15(b). The Certificate Administrator’s
obligation to provide such information shall be contingent on the Certificate Administrator’s receipt of such information
from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to conclusively rely
on such information provided to it by the Servicer or the Special Servicer without independent verification. To the extent that
the information required to be furnished by the Servicer is based on information required to be provided by the Loan Parties or
the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent
on its receipt of such information from the Loan Parties or the Special Servicer, as applicable. To the extent that information
required to be furnished by the Special Servicer is based on information required to be provided by the Loan Parties, the Special
Servicer’s obligation to furnish such information shall be contingent upon receipt of its receipt of such information from
the Loan Parties. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to conclusively
rely on information supplied by the Loan Parties without independent verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section
8.15(b) reports or analyses of net operating income from the Mortgaged Property. Such net operating income reports or analyses
shall be prepared pursuant to Section 3.18 by the Servicer in CREFC® format based on the quarterly,
annual and periodic statements and rent rolls with respect to the Mortgaged Property obtained by the Servicer from the Loan Parties
or the Special Servicer.


 


If so authorized by the
Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person certain other information
with respect to the Mortgage Loan (subject to the limitations of Section 3.18).


 


In addition, the Certificate
Administrator shall make available on its website such information as set forth in Section 8.15(b).


 


4.5.  
Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum.  (a)  The Certificate
Administrator shall make available, only to Privileged Persons (which for this purpose excludes a Privileged Person who provided
the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto), 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 who provide the Certificate Administrator with
an Investor Certification substantially in the form of Exhibit K-1 may submit inquiries to (a) the Certificate Administrator
relating to the Distribution Date Statement, (b) the Servicer or the Special Servicer, as applicable, relating to the reports being
made available pursuant to Section 8.15(b)(ii)(B), the Mortgage Loan, the Companion Loans or the Mortgaged Property
(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
Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the appropriate Person (as identified
to the Certificate Administrator by the Servicer or the Special Servicer, as applicable) in each case via electronic mail within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator,
the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided


 



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below, shall reply
to the Inquiry, which reply of the Servicer or the Special Servicer, as applicable, shall be by email to the Certificate Administrator.
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 Servicer or the Special Servicer, as applicable, 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 Loan Documents
or this Agreement, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or would result
in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer,
as applicable, (vi) answering any Inquiry would result in the disclosure of communications between the Directing Certificateholder
and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information or (viii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the
case of the Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of such determination. 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 Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer or the Special Servicer
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 Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the Loan
Documents, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer, or the Special Servicer, as
applicable, (vi) answering any Inquiry would result in the disclosure of communications between the Directing Certificateholder
and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information or (viii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from the fact that the Certificate
Administrator, the Servicer and/or the Special Servicer 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
Initial Purchaser or any of their respective Affiliates. None of the Initial Purchaser, the Depositor, the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator 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. No party
shall post or otherwise disclose direct communications with the Directing Certificateholder as part of its response to any Inquiries;
provided, that the Certificate Administrator shall have no obligation to review any inquiry or


 



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answer received by it for
posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication with the Directing
Certificateholder, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same, and
the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any Inquiry
or answer containing such direct communication. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of an additional waiver and disclaimer for access to the Investor Q&A Forum. No party to this Agreement shall be
permitted to disclose Privileged Information in the Investor Q&A Forum.


 


(b)          The Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner the Investor Registry.
The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders and Beneficial Owners may register and thereafter obtain contact information for any other Certificateholder
or Beneficial Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a
Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact
information available on the Investor Registry for at least 45 days from the date of such certification to Persons entitled to
access 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 Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the
Investor Registry (which notice may not be within 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)          Certain information concerning the Whole Loan, the Certificates RR Interest, including the Distribution Date Statements,
the Offering Circular, this Agreement, CREFC® Reports and supplemental notices, shall be provided by the Certificate
Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator
from such Person of a certification substantially in the form of Exhibit O hereto, which certification may be submitted
electronically via the Certificate Administrator’s Website. The Depositor hereby consents to the provision of such information
to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management,
Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data, LLC and Thomson Reuters Corporation, and the provision of such information
shall not constitute a breach of this Agreement by the Certificate Administrator.


 


(d)          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 inquiries to the Certificate Administrator


 



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relating to the
Distribution Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the
reports prepared by such parties, (iii) submit requests for information about the Mortgage Loan, the Whole Loan or the Mortgaged
Property (each such submission identified in sub-clauses (i), (ii) and (iii) hereof, a “Rating
Agency Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together
with the responses thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate Person, 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 Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating
Agency Inquiry as provided below, shall reply by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall
post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry and the related
response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator,
the 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, Accepted Servicing Practices, this Agreement, the Loan Documents or the Co-Lender Agreement,
(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 of, any counsel engaged by the Certificate Administrator, the Servicer or the
Special Servicer, as applicable, 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 Servicer or the Special Servicer, as
applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines in accordance
with the Accepted Servicing Practices (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,
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 answer any such Rating Agency
Inquiry. 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 Initial Purchaser, 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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5.          THE CERTIFICATES AND RR INTEREST


 


5.1.         The Certificates.


 


(a)          The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-6
hereto, 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.


 


(b)          The Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof. If the Initial Certificate Balance of any Class of Sequential Pay Certificates does not
equal an integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized Initial Certificate Balance that includes the excess of (i) the Initial Certificate Balance of such Class over
(ii) the largest integral multiple of $1,000 that does not exceed such amount. 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.


 


(c)          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.


 


(d)          During the Risk Retention Period, the Risk Retained Certificates shall only be held as a Definitive Certificate in the RR
Interest Safekeeping Account by the Certificate Administrator (and the Holder of the Risk Retained Certificates shall be registered
on the Certificate Register), unless otherwise consented to by the Retaining Sponsor. During the Risk Retention Period, the Certificate
Administrator shall hold the Risk Retained Certificates in safekeeping and shall release the same only upon receipt of written
instructions in accordance with Section 5.1(e), and in accordance with any authentication procedures as may be utilized
by the Certificate Administrator and in accordance with this Agreement. After the release of any Risk Retained Certificate, the
Certificate Administrator shall have no liability with respect to the safekeeping of such released Risk Retained Certificates.
The Certificate Administrator shall be indemnified and held harmless for any release in connection with the preceding.


 


There shall be, and hereby
is, established by the Certificate Administrator an account which will be designated the “RR Interest Safekeeping Account”
and in which the Risk Retained 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


 



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any number of subaccounts to the RR Interest Safekeeping
Account for the Holder of the Risk Retained Certificates. Such subaccounts shall be marked or evidenced as being for the benefit
of the Holder of the related Certificate. The Risk Retained 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 Retained Certificates shall be remitted
to the RR Interest Safekeeping Account, but shall be remitted directly to the Holder of the Risk Retained Certificates in accordance
with written instructions provided separately by the Holder of the Risk Retained Certificates to the Certificate Registrar on the
Closing Date. Under no circumstances by virtue of safekeeping the Risk Retained Certificates shall the Certificate Administrator
(i) be obligated to bring legal action or institute proceedings against any Person on behalf of the Holder of the Risk Retained
Certificates or (ii) have any obligation to monitor, supervise or enforce the performance of any party under the Credit Risk Retention
Agreement. The Certificate Administrator shall be entitled to conclusively rely with no obligation to verify, confirm or otherwise
monitor the accuracy of any information included in any written instructions provided in connection with this RR Interest Safekeeping
Account and shall have no liability in connection therewith, other than with respect to the Certificate Administrator’s obligation
to obtain the Retaining Sponsor’s consent prior to any release. During the Risk Retention Period and for such time as the Holder
of the Risk Retained Certificates may request, the Certificate Administrator shall hold the Definitive Certificate representing
the Risk Retained Certificates at the below location, or any other location; provided the Certificate Administrator has
given notice to the Holder of the Risk Retained Certificates of such new location:


 


Wells Fargo Bank NA

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


 


On the Closing Date,
and upon completion of each transfer of the Risk Retained Certificates during the Risk Retention Period, the Certificate Administrator
shall deliver written confirmation to the Depositor, the Retaining Sponsor and the holder of the Risk Retained Certificates substantially
in the form of Exhibit N to this Agreement evidencing its receipt of the Risk Retained Certificates.


 


The Certificate Administrator
shall make available to the Holder of the Risk Retained Certificates its respective account information as mutually agreed upon
by the Certificate Administrator and the Holder of the Risk Retained Certificates, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of the Risk Retained Certificates shall be subject to Article 5 of this Agreement.


 


(e)          In the event the Holder of the Risk Retained Certificates seeks to cause the release of the Risk Retained Certificates from
the RR Interest Safekeeping Account, the Holder of the Risk Retained Certificates shall deliver contemporaneously to the Retaining
Sponsor and the Certificate Administrator (i) a written request for such release executed by the Holder of the Risk Retained Certificates
and (ii) a written request for the Retaining Sponsor’s consent to such release substantially in the form attached hereto
as Exhibit J-6 (to be countersigned by the Retaining Sponsor and delivered by the Retaining Sponsor to the Certificate
Administrator). The Certificate Administrator may not consent to, or otherwise permit, any such release without its


 



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receipt of
the Retaining Sponsor’s countersigned request for consent. The Certificate Administrator shall be indemnified and held harmless
for anything related to such request for release or release in connection with this Section 5.1(e), in accordance with
the terms set forth in Section 8.3.


 


5.2.         Form and Registration. (a)  Each Class of the Certificates (other than the Risk Retained Certificates and
the Class R Certificates) sold to institutions that are non-U.S. Securities Persons in “offshore transactions” (as
defined in Rule 902(h) of Regulation S) in reliance on Regulation S shall initially be represented by a temporary
global Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth
as an exhibit hereto (each, a “Temporary Regulation S Global Certificate”), which shall be deposited on the
Closing Date on behalf of the purchasers of the Certificates represented thereby with the Certificate Registrar, at its principal
trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for
the account of designated agents holding on behalf of the Euroclear System (“Euroclear”) and/or Clearstream
Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest
in the related permanent global certificate of the same Class (each, a “Regulation S Global Certificate”) in
the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f). During
the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global 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 Global Certificate shall not be made to the holders of such beneficial interests unless an exchange for a beneficial
interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          Except as otherwise set forth in this Agreement, Certificates of each Class offered and sold to QIBs in reliance on Rule 144A
under the Act (“Rule 144A”) (other than Class R Certificates) shall be represented by a single, global certificate
in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each, a “Rule 144A Global Certificate” and, collectively with the Temporary Regulation S Global Certificates
and the Regulation S Global Certificates, the “Global Certificates”), which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A


 



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


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Rule 144A Global Certificates.


 


(c)          Certificates of each Class (other than the Class R Certificates) that are offered and sold to investors that are Institutional
Accredited Investors that are not QIBs and the Risk Retained Certificates (during the Risk Retention Period) (the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth
as an exhibit hereto, issued 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; provided, that prior to
any such transfer of a Non-Book Entry Certificate, the investor executes and delivers to the Certificate Registrar an Investment
Representation Letter.


 


(d)          Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of
Definitive 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 Global Certificates of such
Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate a qualified successor
within 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 Definitive Certificates be issued to beneficial owners of a Temporary Regulation
S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of
any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, 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 Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate),
and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under
this Agreement.


 


(e)          The Certificate Administrator and the Trustee are hereby directed to enter into the EU Risk Retention Agreement, which
agreement provides the risk retention requirements for the Retaining Sponsor. The Certificate Administrator shall establish a page
on its website on which there will be included in respect of the Retaining Sponsor (solely in its capacity as the Retaining Sponsor)
a statement provided by the Retaining Sponsor which shall specify the following: (x) the original Principal Balance of the
RR Interest of which it is the registered holder and whether such amount matches that amount which it has committed to retain
under the EU Risk Retention Agreement; and (y)(i) unless the Retaining Sponsor has provided notice to the contrary in
respect of such party, a statement (without verification) that the RR Interest of the Retaining Sponsor (solely in its capacity
as Retaining Sponsor) is complying


 



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with the covenant pursuant to Section 3(ii) of the EU Risk Retention Agreement and
(ii) in the case that the Certificate Administrator receives a notification that any such party has failed to comply with
the covenant pursuant to Section 3(ii) of the EU Risk Retention Agreement, a statement of such non-compliance and all
details in relation to the same contained in such notification. The Retaining Sponsor shall provide all such statements, if any,
by email with the subject reference “Risk Retention Statement” and in a document suitable for posting.


 


(f)           If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person”
(as that term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry
Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall not
register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement applicable
to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate
for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related
Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to
the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


5.3.         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 represented by a Temporary Regulation S
Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange
and registration of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices from
the Certificateholders.


 


(b)          Subject to the restrictions on transfer set forth in this Article 5, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in
a Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the
same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof
in the form of an interest in the


 



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Temporary Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.7, 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
Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 C
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 Global 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of
Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or
to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form
of an interest in a Regulation S Global 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 Global Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.7, 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 Global Certificate in an amount equal to the beneficial interest
in the Rule 144A Global 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 D 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 Global Certificates and pursuant
to and in accordance with Regulation S, (B) that the Certificate being transferred is not a “restricted security”
as defined in Rule 144 under the Act or (C) that the transferee is otherwise entitled to hold its interest in the applicable
Certificates in the form of an interest in the Regulation S Global 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


 



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of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global
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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
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 Global Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject
to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.7, 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 Global Certificate equal to the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global 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 Global 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 Global Certificate (but not the Regulation S Global Certificate)
for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit E hereto given by the holder
of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate
reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a QIB 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 Global Certificate or Regulation S Global
Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the
aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S
Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation
S Global 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 Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 






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(f)           Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S
Global 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 F hereto from the holder of a beneficial interest in
such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Global 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 Global Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests
in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S
Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged
and shall endorse the Regulation S Global 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 Global Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate
and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than (i) a
Risk Retained Certificate during the Risk Retention Period or (ii) a Class R Certificate) wishes at any time to exchange its
interest in such Non-Book Entry Certificate for an interest in a Global 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 Global
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 Global
Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7,
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 Global 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 G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S
Global Certificate), in the form of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation
S Global Certificate) or in the form of Exhibit I hereto (in the event that the applicable Global Certificate is the
Rule 144A Global 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


 



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and shall instruct the Depository
to increase, or cause to be increased, such Global 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 Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry
Certificate so canceled.


 


(h)          Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global
Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry
Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively
rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit P
to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar
to the effect that such transfer shall be made without registration under the Act, together with the written certification(s) as
to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee
on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities
as such).


 


(i)           Other Exchanges. In the event that a Global 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 clauses (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)           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 Global Certificate to U.S. persons (as defined in Regulation S) shall be limited
to transfers made pursuant to the provisions of clause (e) above.


 


(k)          [Reserved].


 


(l)           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.


 


(m)         No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
(i) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code
or governmental plans (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law materially
similar to the foregoing provisions of ERISA and the Code (“Similar Law”) (each, a “Plan”),
or (ii) any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate. Each prospective
transferee of a Class R Certificate in the form of a Definitive Certificate shall deliver to the transferor, the Certificate


 



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Registrar
and the Certificate Administrator a representation letter, substantially in the form of Exhibit J-3, stating that the
prospective transferee is not a Person described in clause (i) or (ii) of the preceding sentence. Each transferee
of a Class R Certificate in the form of a Global Certificate will be deemed to have made the representation that it is not
a Person described in clause (i) or (ii) of the second preceding sentence. No Class A, Class B, Class C and
Class D Certificates 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 any Plan or using the assets of a Plan to purchase such Certificate, unless (A) the purchaser
is an “accredited investor” within the meaning of Rule 501(a)(1) of Regulation D of the Act and (B) the acquisition,
holding and disposition of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code (or a similar non-exempt violation of Similar Law). 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.


 


With respect to each
beneficial owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code
(an “ERISA Plan”) and any beneficial owner of a Certificate or any interest therein that is acting on behalf
of, or using the assets of, any ERISA Plan, the fiduciary purchasing Certificates on behalf of an ERISA Plan (a “Plan
Fiduciary”), as a condition of the purchase of such Certificates, will be deemed to have represented that:


 


(1) none of the Depositor,
the Initial Purchaser, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or any of their respective
affiliated entities (the “Transaction Parties”), has provided or will provide advice with respect to the acquisition
of Certificates by the ERISA Plan or any Person acting on behalf of or using the assets of the ERISA Plan, other than to the Plan
Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section 202
of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised
and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the laws
of more than one state to perform the services of managing, acquiring or disposing of assets of a ERISA Plan; (c) is an investment
adviser registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph
(1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains
its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange Act of 1934, as amended;
or (e) has, and at all times that the ERISA Plan is invested in the Certificates will have, total assets of at least U.S. $50,000,000
under its management or control (provided that this clause (e) shall not be satisfied if the ERISA Plan Fiduciary
is either (i) the owner or a relative of the owner of an investing individual retirement account or (ii) a participant
or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(2) the Plan Fiduciary
is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment
strategies, including the acquisition of Certificates by the ERISA Plan or any Person acting on behalf of or using the assets of
the ERISA Plan;


 






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(3) the Plan Fiduciary
is a “fiduciary” with respect to the ERISA Plan or any Person acting on behalf of or using the assets of the ERISA
Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent
judgment in evaluating the ERISA Plan’s or any Person acting on behalf of or using the assets of the ERISA Plan acquisition
of the Certificates;


 


(4) none of the Transaction
Parties has exercised any authority to cause the ERISA Plan or any Person acting on behalf of or using the assets of the ERISA
Plan to invest in the Certificates or to negotiate the terms of the ERISA Plan’s or any Person acting on behalf of or using
the assets of the ERISA Plan investment in the Certificates or received a fee or other compensation from an ERISA Plan or any Person
acting on behalf of or using the assets of an ERISA Plan or Plan Fiduciary for the provision of investment advice in connection
with the acquisition by the ERISA Plan or any Person acting on behalf of or using the assets of the ERISA Plan of the Certificates;
and


 


(5) the Plan Fiduciary
has been informed: (a) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice
in a fiduciary capacity; and (b) of the existence and nature of the Transaction Parties financial interests in the ERISA Plan’s
or any Person acting on behalf of or using the assets of the ERISA Plan acquisition of the Certificates.


 


The above representations
are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1), as promulgated on April 8, 2016 (81 Fed. Reg. 20,997).
If these provisions are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


(n)          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
of a Residual Ownership Interest 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.


 






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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 J-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur 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. 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,
(6) it is a QIB purchasing for its own account, or a person purchasing for the account of another QIB, and (7) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) 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 J-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 the 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, 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 60 days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS 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, such Persons shall in no
event be excused from furnishing such information.


 



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(iv)         The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(v)          During the Risk Retention Period, if a transfer of any of the Risk Retained Certificates is to be made, then the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of the
following, sent to the address provided in Section 5.1(d) (A) a letter from the holder of the Risk Retained Certificates
instructing the Certificate Registrar of its intentions to release the Risk Retained Certificate from the RR Interest Safekeeping
Account and to transfer such Risk Retained Certificate, (B) a certification from such Certificateholder’s prospective transferee
substantially in the form attached hereto as Exhibit J-4, (C) a certification from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit J-5, which such certification must be countersigned
by the Retaining Sponsor, (D) a W-9 completed by the transferee and (E) wire instructions and contact information of the transferee.
Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.1(d) and Section 5.3,
facilitate the transfer of the Risk Retained Certificates in the name of the prospective transferee and shall deliver written confirmation
of such transfer and the safekeeping of such Risk Retained Certificate. For the avoidance of doubt, in no event shall the Risk
Retained Certificates be held as a Global Certificate, during the Risk Retention Period. At all times after the Risk Retention
Period, the Risk Retained Certificates may be transferred subject to the restrictions on transfer set forth in this Section
5.3 and upon the Certificate Registrar’s receipt of (A) a certification from the Holder of the Risk Retained Certificates’
prospective transferee substantially in the form attached hereto as Exhibit J-4, which such certification must be countersigned
by the Retaining Sponsor and (B) a certification from the Holder of the Risk Retained Certificates substantially in the form
attached hereto as Exhibit J-5, which such certification must be countersigned by the Retaining Sponsor. Any attempted
or purported transfer in violation of this Section 5.3 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.


 


(o)          No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer,
sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable
state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the
Servicer, the Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register
or qualify the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer of such Certificates without registration or qualification.


 


5.4.         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,


 






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a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of
any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


5.5.         Persons Deemed Owners. The 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
neither the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor 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 by a Beneficial Owner (or prospective transferee of a Certificate), such party to this
Agreement shall distribute such report, statement or other information to such Beneficial Owner (or such prospective transferee).


 


5.6.       
Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall
maintain in as current a 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 (a) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides
a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten
(10) Business Days after the receipt of such request, afford such Certificateholder access during normal business hours to a current
list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
and the Certificate Administrator 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 such information was derived. The Servicer, the Special
Servicer, the Trustee and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time
to time upon request therefor and any reasonable costs associated therewith shall be a Trust Fund Expense.


 


Upon the written request
of any Certificateholder or Beneficial Owner that (a) has provided an Investor Certification, (b) states that such Certificateholder
or Beneficial Owner desires the Certificate Administrator to transmit a notice to all Certificateholders or Beneficial Owner stating
that such Certificateholder or Beneficial Owner wishes to be contacted by other Certificateholders or Beneficial Owners, setting
forth the relevant contact information and briefly stating the reason for the requested contact (a “Special Notice”)
and (c) provides a copy of the Special Notice which such Certificateholder or Beneficial Owner proposes to transmit, the Certificate
Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant to Section 8.15(b)
and shall mail such Special Notice to all Certificateholders


 






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at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering any such Special Notice shall be borne by the
party requesting such Special Notice. Every Certificateholder and Beneficial Owner, by receiving and holding a Certificate, agrees
that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


5.7.         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 Wells Fargo Bank, National Association, MAC N9300-070, 600 South Fourth Street, 7th
Floor, Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice
to the Certificateholders and the Loan Parties of any change in the location of the Certificate Register or any such office or
agency.


 


6.           THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1.  
Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the
Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


 


6.2.  
Merger or Consolidation of the Servicer, the Special Servicer or the Depositor. Each of the Servicer and the Special
Servicer 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.


 


Any Person into which
the Servicer, the Special Servicer or the Depositor may be merged or consolidated, or any Person resulting from any merger or consolidation
to which the Servicer, the Special Servicer or the Depositor, as applicable, shall be a party, or any Person or entity succeeding
to the business of the Servicer, the Special Servicer or the Depositor, as applicable, shall be the successor of the Servicer,
the Special Servicer or the Depositor, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Servicer, the Special Servicer or the Depositor, as applicable, 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, unless such successor or surviving Person is the Servicer, the Special Servicer or the Depositor, each of the Certificate
Administrator and the Trustee shall have received a Rating Agency Confirmation before any such surviving Person shall be deemed
to be the successor of the Servicer, the Special Servicer or the Depositor, as the case may be, hereunder.


 


6.3.  
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a)  Neither the
Depositor, the Servicer, the Special Servicer, nor any of their respective directors, officers, members, managers, partners, employees,
Affiliates or agents shall be under any liability to the Trust, the Certificateholders, any Companion Loan Holder or the


 






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Directing
Certificateholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
actions taken or not taken at the direction of Certificateholders or any Companion Loan Holder in accordance with this Agreement,
or for errors in judgment that do not violate any law or Accepted Servicing Practices or the provisions of this Agreement or the
Co-Lender Agreement; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special
Servicer or any such other Person against any breach of its 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 its duties or by reason of
negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their
respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document
of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor,
the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents,
Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (“Controlling Persons”), shall be indemnified by the Trust and, to the extent provided in the Co-Lender
Agreement, the Companion Loan Holders (in accordance with the procedures set forth in Section 3.4(c)) and held harmless
against any loss, liability, claim, demand or expense (including reasonable legal fees and expenses (including in connection with
the enforcement of such indemnified party’s rights under this Agreement)) incurred in connection with any legal action or
other claims, losses, penalties, fines, foreclosures, judgments or liabilities relating to this Agreement, the Whole Loan, the
Mortgage Loan, the Co-Lender Agreement, the Mortgaged Property, the RR Interest or the Certificates (except as any such loss, liability
or expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence by it in the performance of its duties hereunder or by reason
of its negligent disregard of its obligations and duties hereunder. Neither the Depositor, the Servicer nor Special Servicer shall
be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor,
the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable
(in the case of the Servicer or Special Servicer, in accordance with Accepted Servicing Practices) in respect of this Agreement
and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and
the Depositor, the Servicer or the Special Servicer, as applicable, shall be entitled to be reimbursed therefor pursuant to Section 3.4(c)
from funds on deposit in the Collection Account or the Distribution Account. Subject to Section 6.6, neither the Servicer
nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates or for the use or application by the Trustee or Certificate Administrator of any funds paid to the
Trustee or the Certificate Administrator, as applicable, in respect of the Whole Loan deposited into or withdrawn from the Distribution
Account or any account (other than the Collection Account and the Foreclosed Property Account and any other account maintained
by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by or on behalf of the Trustee
or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in
its commercial


 






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capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer
in its commercial capacity). The indemnification provided hereunder shall survive the termination of this Agreement or the termination
or resignation of the Servicer or the Special Servicer.


 


(b)        In order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, are required
to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with
the Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special
Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for
such party in order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)        The Depositor shall not have rights or be obligated to monitor or supervise the performance of the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator under this Agreement.


 


(d)        Subject to Sections 3.1, 6.6 and 8.5(b) and Accepted Servicing Practices, each of the Servicer and
the Special Servicer may consult with counsel, and any written advice of such counsel or Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel.


 


6.4.  
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) Each of the Servicer
and Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person
or to an entity, provided that:


 


(i)         the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank
or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws
of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the
duties of the Servicer or the Special Servicer, as the case may be, of the Whole Loan, (B) shall execute and deliver to the
Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person
of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or
the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however
that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed
by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such
approval not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer or the Special
Servicer, as the case may be, as provided in Section 2.5 or 2.6, as applicable, and (D) shall not be a Borrower
Affiliate;


 










(ii)        Rating Agency Confirmation has been received;


 



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(iii)         the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)         the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified
herein; and


 


(v)          the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agency
for any expenses of such assignment, sale or transfer.


 


Upon satisfaction of the foregoing requirements
and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder.


 


(b)          Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer
nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance
of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with
any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee, the Depositor, and, so long as no Consultation
Termination Event is continuing, the Directing Certificateholder. No resignation by the Servicer or the Special Servicer, as applicable,
under this Agreement shall become effective until the Trustee or a successor Servicer or Special Servicer, as applicable, shall
have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer and the Special Servicer
may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. In connection
with any such resignation, the successor special servicer shall either (i) prior to a Control Event, be appointed by the Directing
Certificateholder in accordance with Section 7.1; or (ii) after a Control Event, be appointed by the Trustee and otherwise
satisfy the requirements for a successor special servicer set forth in Section 6.4(a).


 


6.5.         Ethical Wall.


 


(a)          The Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure
that divisions and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment
Personnel”) will not obtain Confidential Information from the division and individuals of the Servicer who are involved
in the performance of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”)
and the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The
Servicer represents that policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer,
between Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies
and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures
against the disclosure of Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel


 






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and (b) policies
and procedures against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing
Personnel. The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the
course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Servicer of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).


 


(b)          The Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business,
to ensure that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not obtain Confidential Information from the division and individuals of the Special
Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals, “Special
Servicer Servicing Personnel”) and the Special Servicer Servicing Personnel will not obtain information regarding Investments
from Special Servicer Investment Personnel. The Special Servicer represents that policies and procedures restricting the flow of
information exist, and shall be maintained by the Special Servicer, between Special Servicer Investment Personnel, on the one hand,
and Special Servicer Servicing Personnel, on the other, and that such policies and procedures restricting the flow of information
operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information
from Special Servicer Servicing Personnel to Special Servicer Investment Personnel and (b) policies and procedures against
the disclosure of information regarding Investments from Special Servicer Investment Personnel to Special Servicer Servicing Personnel.
The senior management personnel of the Special Servicer and/or its Affiliate who have obtained Confidential Information in the
course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Special Servicer of information or reports as required by this Agreement shall not constitute a violation or default of
this Section 6.5(b).


 


The Servicer and the
Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all non-confidential,
non-proprietary records, including those in electronic form, documentation, records or any other information regarding the Mortgage
Loan that are in its possession or control hereunder and access to its officers responsible therefor. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer and is not obligated to
supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


 


6.6.         Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer
and the Depositor, severally and not jointly, shall


 






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indemnify and hold harmless the Trust from and against any claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Trust that arise out of or are based upon (i) a breach by the Servicer, the Special Servicer or the Depositor,
as applicable, of its representations and warranties, as applicable, under this Agreement or (ii) negligence, bad faith or
willful misconduct on the part of the Servicer, the Special Servicer or the Depositor in the performance of such obligations or
its negligent disregard of its obligations and duties under this Agreement.


 


(b)          Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless each Companion
Loan Holder from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs and expenses that such Companion Loan Holder may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its obligations
and duties hereunder.


 


7.             SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.         Servicer Termination Events; Special Servicer Termination Events. (a)  “Servicer Termination Event,” or “Special Servicer Termination Event” wherever
used herein with respect to the Servicer or the Special Servicer, as the case may be, 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 Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted
by it (other than Advances described under clause (ii) below) when required to be remitted under the terms of this
Agreement by 11:00 a.m., New York time, on the Business Day following the date on which such remittance was required to be
made;


 


(ii)          any failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement
on or prior to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution
Date, (b) to make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable
Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (c) to make any Property
Protection Advance required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for
ten (10) Business Days (or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent
payment of real estate taxes or ground rent) following the date on which the Servicer receives notice of such lapse or delinquency
or should have received such notice if it had been acting in accordance with Accepted Servicing Practices, or (d) to remit to the
Companion Loan Holders, as and when required by this Agreement or the Co-Lender Agreement, any






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amount required to be so remitted
which failure is not cured within two (2) Business Days following the date on which such remittance was required to be made;


 


(iii)         any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other
of its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure
shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been
given (x) to the Servicer or the Special Servicer, as applicable, by the Trustee or (y) to the Servicer or the Special
Servicer, as applicable, and the Trustee by the Holders of Sequential Pay Certificates and the RR Interest evidencing not less
than 25% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates and the RR Interest or (z) to
the Servicer or Special Servicer, as applicable, by the Companion Loan Holders, if affected; provided, however, that
with respect to any such failure that is not curable within such thirty (30) day period, the Servicer or the Special Servicer,
as applicable, 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 with an officer’s certificate certifying
that it has diligently pursued, and is continuing to diligently pursue, such cure;


 


(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 Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided,
however, that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty
(60) day period, the Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days to effect
such discharge, dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or
stayed within the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal
or stay;


 


(v)          the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


 


(vi)         the Servicer or the Special Servicer, as applicable, 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;


 


(vii)        the Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial


 






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Mortgage Special Servicer, as applicable, and is not restored to such status on such list
within sixty (60) days;


 


(viii)       a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of
Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing
concerns with the Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such
qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating
Agency within sixty (60) days of such event); and


 


(ix)          if and for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer
or the Special Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant retained by the
Servicer or Special Servicer (such entity, a “Sub-Servicing Entity”), other than an initial Sub-Servicer set
forth on Exhibit V, shall fail to deliver the items required to be delivered by such Sub-Servicing Entity to such Other
Securitization Trust pursuant to this Agreement at the times required pursuant to this Agreement (including any applicable grace
periods), which failure continues unremedied for a period of five Business Days, or, in the case of such failure by a Sub-Servicing
Entity, other than an initial Sub-Servicer set forth on Exhibit V, the failure of the Servicer or Special Servicer,
as applicable, to terminate such Sub-Servicing Entity for such failure; provided, that the Depositor may waive any such
Servicer Termination Event or Special Servicer Termination Event, as applicable, under this clause (ix) in its sole
discretion without the consent of the Trustee or any Certificateholders.


 


(b)          Notwithstanding any provision in this Agreement, if a Servicer Termination Event on the part of the Servicer affects only
a Companion Loan, a Companion Loan Holder or the rating on a class of Companion Loan Securities, then the Servicer may not be terminated
at the direction of the holders of any Certificates (acting in such capacity); provided that, the Companion Loan Holder shall be
entitled to direct the Trustee to direct the Servicer to appoint a sub-servicer (or if the Whole Loan is currently being sub-serviced,
then such Companion Loan Holder shall be entitled to direct the Trustee to direct the Servicer to replace such sub-servicer with
a new sub-servicer but only if such original sub-servicer is in default (beyond any applicable cure periods) under the related
sub-servicing agreement, and the Servicer will be permitted to terminate the sub-servicing agreement due to such default) that
will be responsible for servicing the Whole Loan. Upon the occurrence of any Servicer Termination Event or Special Servicer Termination
Event, the Trustee shall, upon actual knowledge by a Responsible Officer or receipt of notice from the Servicer or the Special
Servicer, promptly notify the Certificate Administrator in writing. The Certificate Administrator shall, upon receipt of such notice
(or receipt of a notice from the Servicer or the Special Servicer of the occurrence of a Servicer Termination Event or Special
Servicer Termination Event), (i) post such notice on the Certificate Administrator’s Website pursuant to Section 8.15(b),
(ii) provide such notice to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b), and (iii) provide notice of the same to the Certificateholders
by mail, to the addresses set forth on the Certificate Register or, in the case of


 






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the Companion Loan Holders, otherwise provided
to the Certificate Administrator, unless the related Servicer Termination Event or Special Servicer Termination Event, as applicable,
shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer Termination Event with respect to
the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to the Special Servicer unless
the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer Termination
Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination Event with respect to
the Servicer unless the relevant event also constitutes a Servicer Termination Event.


 


(c)          If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case,
so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Sequential Pay Certificates and the RR Interest having at least 25% of the
Voting Rights (taking into account the application of the Non-Risk Retained Appraisal Reduction Amount to notionally reduce the
Certificate Balances of the Certificates) of the Sequential Pay Certificates and the RR Interest or, if affected thereby, of the
applicable Companion Loan Holders (solely with respect to a Special Servicer Termination Event), the Trustee shall, terminate all
of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other than rights and
obligations accrued prior to such termination, and in and to the Whole Loan and the proceeds thereof by notice in writing to the
Servicer or the Special Servicer, as applicable; provided that, notwithstanding anything to the contrary, if a Special Servicer
Termination Event under clauses (i), (ii), (iii), (viii) and/or (ix) of Section 7.1(a)
only has an adverse effect on a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, but has no
adverse effect on the Mortgage Loan, the Certificateholders or a rating on any of the Certificates, then (A) the Special Servicer
shall not be terminated by the Trustee pursuant to clause (i) above of this sentence without the written direction
of the affected Companion Loan Holders or upon the written direction of the Holders of Certificates pursuant to clause (ii)
above of this sentence, and (B) (x) with respect to a Special Servicer Termination Event under clause (viii) of
Section 7.1(a), the related Other Depositor shall be able to require termination of the Special Servicer pursuant to
clause (ii) above of this sentence. In addition, (A) if any Servicer Termination Event on the part of the Servicer
affects a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, and if the Servicer is not otherwise
terminated or (B) if a Servicer Termination Event on the part of the Servicer affects only a Companion Loan, a Companion Loan
Holder or a rating on any Companion Loan Securities, then the Servicer may not be terminated by or at the direction of the related
Companion Loan Holder or the holder of any Companion Loan Securities, but upon the written direction of the related Companion Loan
Holder, the Servicer will be required to appoint a sub-servicer that will be responsible for servicing the Whole Loan. Upon any
termination of the Servicer or the Special Servicer, as applicable, or appointment of a successor to the Servicer or the Special
Servicer, as applicable, the Trustee shall notify the Certificate Administrator and the Certificate Administrator shall post such
written notice thereof on the Certificate Administrator’s Website and provide the same to the 17g-5 Information Provider
who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), and
thereafter, give written notice to the Depositor, the Companion Loan Holders and the Certificateholders by mail to the addresses
set forth in the Certificate Register. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but
not the obligation, to


 






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notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the
Depositor becomes aware. Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have
the right to select the successor special servicer following any Special Servicer Termination Event.


 


(d)          Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to direct
the Trustee to terminate the Special Servicer (subject to such terminated Special Servicer’s rights to indemnification, payment
of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination) at any
time, with or without cause, and the Directing Certificateholder shall have the right to, and shall, appoint a successor special
servicer who shall execute and deliver to the other parties hereto an agreement, in form and substance reasonably satisfactory
to the Trustee, whereby the successor special servicer agrees to assume and perform punctually the duties of the Special Servicer
specified in this Agreement; provided that the Trustee shall have received a Rating Agency Confirmation from S&P prior
to the termination of the Special Servicer. The Special Servicer shall not be terminated pursuant to this paragraph until a successor
special servicer shall have been appointed. The Directing Certificateholder shall pay any costs and expenses incurred by the Trustee
or the Trust in connection with the removal and appointment of a Special Servicer pursuant to this paragraph (unless such removal
is based on any of the events or circumstances set forth in Section 7.1(a)). Notwithstanding anything to the contrary in
this Agreement, no successor special servicer appointed by the Directing Certificateholder (including, without limitation, the
initial Special Servicer) pursuant to Section 6.4, Section 7.1(c) or this Section 7.1(d) or otherwise pursuant
to this Agreement shall be required to meet any independent net worth or similar financial covenant; provided, however,
that notwithstanding the foregoing, any successor special servicer may not be a Borrower Affiliate and shall satisfy any Rating
Agency conditions set forth in the Rating Agency Confirmation delivered by S&P with respect to such successor special servicer
and any other conditions as set forth in this Agreement.


 


Notwithstanding the foregoing,
if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion Loans or
the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction of the
Companion Loan Holders, shall direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible for
servicing the Whole Loan, or if the Whole Loan is currently being sub-serviced, then the Trustee will be required to direct the
Servicer to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only if such original sub-servicer
is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to
terminate the sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating
Agency Confirmation from S&P (including a Companion Loan Rating Agency Confirmation) with respect to the appointment of such
sub-servicer (at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer Termination
Event only has an adverse effect on the Companion Loans or a Companion Loan Security and the Special Servicer is not otherwise
terminated, then the Trustee, at the direction of the Companion Loan Holders, will be required to terminate the Special Servicer.
In addition, in the event that a Special Servicer Termination Event under clause (viii) of the definition thereof occurs
and the Special Servicer is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at the direction
of the Depositor.


 



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(e)           During the continuance of a Control Event, upon the written direction of Holders of Sequential Pay Certificates evidencing
not less than 25% of the Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of the Certificates) of the Sequential Pay Certificates and the RR Interest requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction, the Certificate Administrator
shall promptly post such written direction to the Certificate Administrator’s Website pursuant to Section 8.15(b).
Upon (i) delivery by such Holders to the Certificate Administrator of Rating Agency Confirmation from S&P with respect to the
termination of the Special Servicer and the appointment of a new Special Servicer (which confirmation shall be obtained at the
expense of such holders) and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and expenses and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator
in connection with administering such vote (which fees and expenses will not be additional Trust Fund Expenses), the Certificate
Administrator shall promptly post written notice of a request for such a vote to the Certificate Administrator’s Website
pursuant to Section 8.15(b), provide written notice to all Certificateholders of such request by mail, and shall conduct
the solicitation of votes of all Certificates and such votes, to be effective, shall be received by the Certificate Administrator
within 180 days of the posting of such notice on the Certificate Administrator’s Website. Any votes not received within such
180-day period shall be of no force and effect. If Holders of Sequential Pay Certificates evidencing at least 75% of a Certificateholder
Quorum vote in favor of replacing the Special Servicer within such 180-day period, the Certificate Administrator shall notify the
Trustee and the Trustee shall terminate all of the rights (subject to such terminated Special Servicer’s rights to indemnification,
payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination)
and obligations of the Special Servicer under this Agreement and appoint the successor special servicer designated by such Certificateholders;
provided, however, such successor special servicer (i) satisfies all of the eligibility requirements applicable to
the Special Servicer contained in this Agreement and which survive such termination and (ii) such successor special servicer may
not also be a Borrower Affiliate, the current special servicer or an affiliate of the current special servicer. The provisions
set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders
and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach
or alleged breach of such provisions. As between the Special Servicer, 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 Special Servicer. The Holders of the Certificates that initiated the vote to replace the Special Servicer shall pay the costs
and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant to this paragraph. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may access such notices
on the Certificate Administrator’s Website and that each Certificateholder may register to receive e-mail notifications when
such notices are posted thereon.


 


(f)           [Reserved].


 


(g)          In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall
notify the Certificate Administrator of the effective date of the Servicer’s or Special Servicer’s, as the case may
be, termination and the Certificate


 






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Administrator shall, upon receiving such notice, notify the outgoing Servicer or Special Servicer,
as the case may be, of the effective date of its termination, and the Trustee (the “Terminating Party”) shall,
by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated Party”) (with
a copy to the Certificate Administrator, and the 17g-5 Information Provider (who shall post to its website)), terminate all of
its rights and obligations under this Agreement and in and to the Whole Loan and the proceeds thereof, other than any rights the
Terminated Party may have hereunder as a Certificateholder and to any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued or owing to it under this Agreement with respect to periods prior
to the date of such termination and the right to the benefits of Section 6.3 notwithstanding any such termination).
On or after the receipt by the Terminated Party of such written notice, subject to the foregoing, all of its authority and power
under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder
in the event and to the extent that it is a Certificateholder) or the Whole Loan or otherwise, shall pass to and be vested in the
Terminating Party pursuant to and under this Section 7.1 (absent the appointment of a successor, and such successor’s
assumption of obligations hereunder) and, without limitation, the Terminating Party is hereby authorized and empowered to execute
and deliver, on behalf of and at the expense of the Terminated 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 servicing rights with respect to the Whole
Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each agrees that, in the event
it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b), to promptly (and in any
event no later than ten (10) Business Days subsequent to such notice) provide, at its own expense, the Terminating Party (which
term shall include for the purposes of the remainder of this Section 7.1(g), the Trustee (or a successor Servicer or
Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) with
all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.1(g),
the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property Account or shall thereafter be received with respect to the Whole Loan, and
shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (which may include the
Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Terminating Party or such successor Servicer or Special Servicer, as applicable, shall reasonably request (including
electronic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable
costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection
with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and
amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated Party
upon


 






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presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating
Party or such successor Servicer or Special Servicer, as applicable, for such expenses within ninety (90) days after the presentation
of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided
that the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding anything herein to
the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee and the Certificate Administrator
of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event shall
the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special
Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
received written notice thereof or has actual knowledge thereof.


 


7.2.         Trustee to Act; Appointment of Successor.


 


(a)          On and after the time the Servicer or Special Servicer, as the case may be, receives a notice of termination pursuant to
Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for
the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including
a successor appointed under Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under
Section 6.4(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include,
for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the
Servicer of the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set
forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating thereto and arising thereafter placed on the Terminated Party by the terms and provisions
hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer
or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act
or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities
caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies
or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor
hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall
be indemnified to the full extent provided to the Trustee under this Agreement. The appointment of a successor Servicer or Special
Servicer, as the case may be, shall not affect any liability of the Terminated Party that may have arisen prior to its termination
as such. The Terminating Party shall not be liable for any of the representations and warranties of the Terminated Party herein
or in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect
of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor Servicer or Special Servicer
be required to purchase the Whole Loan hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special
Servicer, as the case may be, shall be entitled to all compensation with respect to the Whole Loan to which the Terminated Party
would have been entitled that accrues after the date of the Terminating Party’s succession to which the Terminated Party
would have been entitled if it had continued to act hereunder and, in the case of a successor special servicer, the Special Servicing
Fee. Notwithstanding the above, the Trustee may, if it


 






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shall be unwilling to so act, or shall, if it is unable to so act, or during
the continuance of a Control Event if the Holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting
Rights (taking into account the application of the Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of the Certificates) of all then outstanding Sequential Pay Certificates or, if affected thereby (and solely with respect to a
termination of the Special Servicer, by the Companion Loan Holders), so request in writing to the Trustee, or the Trustee is not
approved by the Rating Agency as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation,
or if the Rating Agency does not provide a Rating Agency Confirmation with respect to the succession of the Trustee as Servicer
or Special Servicer, as the case may be, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
Whole Loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation
is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable, hereunder. No appointment of
a successor to a Terminated Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s
responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless
the Trustee shall be prohibited by law from so acting, the Trustee shall act in the applicable capacity as herein above provided.
Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to
the Directing Certificateholder’s right to replace the Special Servicer prior to the occurrence and continuance of a Control
Event. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Whole Loan as it and such successor shall agree; provided, however, that
no such compensation shall be in excess of that permitted the Terminated Party hereunder, except that if no successor to the Terminated
Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor,
the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.


 


(b)          Notwithstanding Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due to a
Servicer Termination Event under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee with
the appropriate “request for proposal” materials within five (5) Business Days after such termination, then such Servicer
shall continue to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such
“request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to master
service the Whole Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section
6.4 and Section 7.2 for which the Trustee has received Rating Agency Confirmation (any such Person so qualified, a “Qualified
Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine
are Qualified Bidders; provided, however, that (i) at the Trustee’s request, the terminated Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less
than three (3) or no Qualified Bidders submit bids for the right to master service the Whole Loan under this Agreement. The bid
proposal shall require any Successful Bidder (as defined below), as a


 






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condition of such bid, to enter into this Agreement as successor
Servicer with respect to the Whole Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt
by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer
entering into a Sub-Servicing Agreement with the terminated Servicer to service the Whole Loan at a sub-servicing fee rate per
annum equal to 0.00125% (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no obligation
to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released Bid”). The
Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing-Released
Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained
Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later than forty-five (45)
days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to
and by the Successful Bidder, the Certificate Administrator shall remit or cause to be remitted to the terminated Servicer the
amount of such cash bid received from the Successful Bidder (net of “out of pocket” expenses incurred in connection
with obtaining such bid and transferring servicing).


 


7.3.         [Reserved].


 


7.4.         Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination
Event, as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as trustee
of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan Holders (including
the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to
Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 


7.5.  
Waiver of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Sequential Pay
Certificates evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates
may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates,
waive any default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences,
except a default in making any required deposits (including Monthly Payment Advances) to or payments from the Collection Account,
the Distribution Account or any Foreclosed Property Account or in remitting payments as received, in each case in accordance with
this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and the related Servicer Termination


 






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Event or Special Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.
No such waiver shall extend to any subsequent or other default or impair any right related thereto.


 


7.6.         Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any
Advances, the Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of
any Monthly Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate Administrator
shall notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee shall, subject to its own
determination of recoverability (made in the same manner as required of the Servicer pursuant to the terms of this Agreement),
perform such obligations (w) within five (5) Business Days (or such shorter period (but not less than one (1) Business Day)
as may be required, if applicable, to avoid any lapse in insurance coverage required under the Loan Documents or this Agreement
with respect to the Mortgaged Property or to avoid any foreclosure or similar action with respect to the Mortgaged Property by
reason of failure to pay real estate taxes, assessments, ground rents or governmental charges) of a Responsible Officer of the
Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect to Property Protection Advances
and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution Date with respect to Monthly
Payment Advances provided that the Trustee has received notice from the Servicer or the Certificate Administrator by 6:00 p.m.
(New York time) on the Remittance Date of the failure of the Servicer to make a required Monthly Payment Advance. With respect
to any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s rights with respect to Advances
hereunder, including, without limitation, the rights of reimbursement and interest on each Advance at the Advance Rate, and rights
to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement
caused by such Servicer’s default in its obligations hereunder and further subject to the Trustee’s standard of good
faith judgment); provided, however, that if Advances made by the Trustee and/or the 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 Servicer for such Advances and interest accrued
thereon. The Trustee shall be entitled to conclusively rely on any notice given by the Servicer with respect to a Nonrecoverable
Advance hereunder. The Trustee shall notify the master servicer and trustee with respect to each Other Securitization Trust of
the amount of any Monthly Payment Advance made by it pursuant to this Section 7.6 within two (2) Business Days
of making such advance.


 


8.             THE TRUSTEE AND THE CERTIFICATE aDMINISTRATOR


 


8.1.         Duties of the Trustee and the Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the
curing or waiver of any Servicer Termination Event or Special Servicer Termination Event that may have occurred, undertakes with
respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither
the Depositor nor the Servicer nor the


 






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Special Servicer shall be obligated to monitor or supervise the performance by the Trustee
or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination
Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4,
shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in
their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s
own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed
as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) and the Certificate Administrator (or the Servicer
or the Special Servicer on its behalf), as applicable, shall have the power to exercise all the rights of a holder of the Whole
Loan on behalf of the Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization
Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement), subject to the terms of the
Loan Documents and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Loan
Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)          Subject to Sections 8.2(a) and 8.3, each of the Trustee and 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 that are specifically required to be furnished pursuant to any provision of this Agreement, shall
examine, or cause to be examined, such instruments to determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement
in a material manner, the Trustee and the Certificate Administrator shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s reasonable
satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)          Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be
imposed by reason of its negligence, willful misconduct or bad faith; provided, however, that:


 


(i)           No implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator
and each of 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, resolutions, certificates, statements, opinions, reports, documents,
orders, opinions or other instruments furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements
of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;


 



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(ii)          neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate
Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)         neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in
the aggregate, not less than 25% of the 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;


 


(iv)         neither the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default
or any failure by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1
or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may
be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains
actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives
written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; and


 


(v)          neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any
expense or liability and for which it would not be indemnified for pursuant to this Agreement; provided, however,
that the Trustee or the Certificate Administrator may, in its discretion, undertake any such action which it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Trustee and the
Certificate Administrator shall be entitled to be reimbursed therefor from funds on deposit in the Collection Account unless such
legal action arises out of the negligence, willful misconduct or bad faith of the Trustee or the Certificate Administrator, as
applicable, or any breach of a representation or warranty by the Trustee or the Certificate Administrator, as applicable, contained
herein.


 


(d)          None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator
to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be
responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement,
except, with


 






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respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement.
Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall
have liability in connection with the duties assumed by the Authenticating Agent, 17g-5 Information Provider and the Certificate
Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided further that in any such capacity each of the Trustee and the Certificate Administrator shall have all of the rights, protections
and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.


 


8.2.         Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided
in Sections 8.1, 8.5(c) and 8.13:


 


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


 


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


 


(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 to make any investigation as to 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
security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities, including reasonable legal fees,
which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee
or the Certificate Administrator of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination
Event, as the case may be, that a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
actual knowledge of (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person’s own affairs;


 


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


 



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(v)          prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing
or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee
nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the outstanding Certificates; 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
either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, 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, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses
or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the
Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special
Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting
the investigation;


 


(vi)         each of the Trustee and 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 selected by it with due care, but the Certificate Administrator
and the Trustee shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys;


 


(vii)        each of the Trustee and the Certificate Administrator shall not be liable for any loss on any investment of funds made by
the Trustee or the Certificate Administrator, as applicable, pursuant to the terms of this Agreement, provided, however,
this clause (vii) shall not relieve the Trustee or the Certificate Administrator (solely in their respective commercial
capacities and not in their respective capacities hereunder) of any liabilities with respect to investments issued by such entity,
as applicable, in their respective commercial capacities;


 


(viii)       neither the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder by reason of any act
or failure to act of any predecessor or successor Trustee or Certificate Administrator hereunder;


 


(ix)          neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection
with the execution and performance of its duties hereunder;


 



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(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;


 


(xi)          other than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the
Certificate Administrator 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;


 


(xii)         except as otherwise expressly set forth in this Agreement, Wells Fargo, acting in any particular capacity hereunder will
not be deemed to be imputed with knowledge of (a) Wells Fargo, acting in a capacity that is unrelated to the transactions contemplated
by this Agreement, or (b) Wells Fargo, 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, or where the groups or divisions responsible for performing the obligations in
such capacities have one or more of the same Responsible Officers; provided, however, the knowledge of employees
performing special servicing functions shall not be imputed to employees performing master servicing functions, and the knowledge
of employees performing master servicing functions shall not be imputed to employees performing special servicing functions;


 


(xiii)        nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with
respect to their rights and protections relative to the Trust; and


 


(xiv)       nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 


Except as otherwise specifically
provided herein, 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, paying agent
and Authenticating Agent).


 


(b)          Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets
to the Trust Fund not specifically contemplated by this Agreement.


 


(c)          All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate
Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate
Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to
the provisions of this Agreement.


 



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(d)          In order to comply with 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 Banking
Law”), the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain
information relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the
Trustee. Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective
request from time to time, such identifying information and documentation as may be available for such party in order to enable
the Certificate Administrator and the Trustee to comply with Applicable Banking Law.


 


8.3.  
Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the Mortgage Loan or the Whole Loan.
The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make no
representations as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the Certificates,
the Mortgage Loan, the Companion Loans or the Whole Loan or the Loan Documents except as expressly set forth herein. The Trustee
and the Certificate Administrator shall not be liable for any action or failure of any action by the Depositor, the Servicer or
the Special Servicer hereunder. The Trustee and the Certificate Administrator shall not at any time have any responsibility or
liability for or with respect to the legality, ownership, title, validity or enforceability of the Mortgage or the Whole Loan,
or the perfection, sufficiency and priority of the Mortgage or the maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under
this Agreement, including, without limitation, the existence, condition and ownership of the Mortgaged Property; the existence
and enforceability of any hazard insurance thereon; the validity of the assignment of the Mortgage Loan to the Trust; the performance
or enforcement of the Mortgage Loan (other than with respect to the Servicer or Special Servicer, if the Trustee shall assume the
duties of the Servicer and/or Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent of the
obligations of the Servicer or Special Servicer, as applicable, hereunder); the compliance by the Depositor, the Loan Parties,
the Servicer and the Special Servicer with any warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation made under this Agreement or in any related document prior to the Trustee’s
receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies by or at the
direction of the Servicer or the Special Servicer or any loss resulting therefrom (other than, and to the extent of, investments
issued by the Trustee or the Certificate Administrator, as applicable, solely in their respective commercial capacities and not
in their respective capacities hereunder); the failure of the Servicer, the Special Servicer or any sub-servicer to act or perform
any duties required of it hereunder; or any action by the Trustee or the Certificate Administrator taken at the direction of the
Servicer or the Special Servicer (other than with respect to the Trustee, if the Trustee shall assume the duties of the Servicer
or the Special Servicer); provided, however, that the foregoing shall not relieve the Trustee or the Certificate
Administrator, as applicable, of its obligation to perform its duties under this Agreement. Except with respect to a claim based
on either the Trustee’s or the Certificate Administrator’s negligent action, negligent failure to act or willful misconduct
(or such other standard of care as may be provided herein


 






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with respect to any particular matter), no recourse shall be had for
any claim based on any provisions of this Agreement, the Certificates, the Mortgage, the Mortgaged Property or the Mortgage Loan
or assignment thereof against the Trustee or the Certificate Administrator, as applicable, in its respective individual capacity,
and neither the Trustee nor the Certificate Administrator shall have any personal obligation, liability or duty whatsoever to any
Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust
Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither the Trustee nor the Certificate Administrator
shall have any responsibility for filing any financing or continuation statements in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement (unless,
with respect to the Trustee, the Trustee shall have become the successor Servicer or Special Servicer). Neither the Trustee nor
the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of
the proceeds of such Certificates or for the use or application of any funds paid to the Servicer or the Special Servicer, as applicable,
in respect of the Whole Loan deposited into or withdrawn from the Collection Account or any account maintained by or on behalf
of the Servicer or the Special Servicer (except to the extent that such account is held by the Trustee or the Certificate Administrator,
as applicable, solely in their respective commercial capacities and not in their respective capacities hereunder), or for investment
of such amounts (other than and to the extent investments issued by the Trustee or the Certificate Administrator, as applicable,
solely in their respective commercial capacities not in their respective capacities hereunder).


 


Neither the Trustee nor
the Certificate Administrator, by reason of the action or inaction of a responsible officer or officers of the Trustee or the Certificate
Administrator, as applicable, nor any of their directors, officers, members, managers, partners, employees, Affiliates or agents
shall have liability to the Trust, the Certificateholders or the Companion Loan 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 Trustee, the Certificate Administrator (including in its capacities as Certificate Registrar,
Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider hereunder) or any such Person against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee, the Certificate Administrator
(including in its capacities as Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider)
or any such Person, as applicable, or by reason of negligent disregard of the Trustee, the Certificate Administrator or any such
Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate Administrator in each of its capacities
under this Agreement and any of their respective directors, officers, members, managers, partners, employees, Affiliates, agents
or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c) out of amounts on deposit in the
Collection Account, and held harmless against any loss, liability, claim, demand or expense (including reasonable legal fees and
expenses, including incurred in connection with the enforcement of this indemnity) incurred in connection with any legal action
or other claims, losses, penalties, fines, foreclosures, judgments or liabilities incurred in connection with or related to the
Trustee’s or the Certificate Administrator’s performance of their powers and duties under this Agreement (including,
without limitation, performance under Section 8.1 hereof and costs related to pursuing enforcement of the Trust’s
indemnification obligations hereunder); provided, however, that this provision shall not protect the Trustee, the
Certificate Administrator or any such Person


 






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against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence of the Trustee, the Custodian, the Certificate Administrator or any such Person or by reason of negligent
disregard of the Trustee, the Certificate Administrator or any such Person, as applicable, of its obligations and duties hereunder
as determined by a court of competent jurisdiction. The indemnification provided hereunder shall survive the resignation or removal
of the Trustee or the Certificate Administrator and the termination of this Agreement. Notwithstanding anything herein to the contrary,
the Trustee shall be responsible for its acts or failure to act as the Servicer and/or the Special Servicer (in accordance with
Accepted Servicing Practices) during the time and to the extent the Trustee is serving as such pursuant to the same extent that
the Servicer or Special Servicer would be liable for the Servicer’s or Special Servicer’s, as applicable, acts or failures
to act under, pursuant to and subject to the terms of this Agreement.


 


8.4.         Trustee and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their
individual or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as
it would have if they were not the Trustee or the Certificate Administrator.


 


8.5.         Trustee’s
and Certificate Administrator’s Fees and Expenses. (a)
The Trustee and the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including that portion
of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee), payable pursuant to Section
3.4(c). The Trustee Fee shall be $250 per month, payable by the Certificate Administrator from the Certificate
Administrator Fee. The Certificate Administrator 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 Certificate Administrator’s and the Trustee’s
sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of
the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator
and the Trustee hereunder. No Certificate Administrator Fee shall be payable with respect to any Companion Loan. The Trustee
and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances
incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of
this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided
such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC
Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad
faith or which is expressly the responsibility of a Certificateholder or Certificateholders hereunder, all of which
reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however,
that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely
as a result of the failure to be paid any fees and expenses so long as payment of such fees and expenses are reasonably
assured to it. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each
Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which
it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the
Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in
connection with the performance of its ordinary and regularly recurring duties


 






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hereunder unless such reimbursement is expressly provided for herein or otherwise
permitted hereunder.


 


(b)          Each of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only,
an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee
and individually) and the Certificate Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate
Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors,
officers, employees and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes
of this Section 8.5(b) only, an “Indemnified Party”), and hold each of them harmless against any
and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying
Party’s respective willful misconduct, bad faith, fraud or negligence in the performance of each of its respective duties
hereunder or by reason of negligent disregard of its respective obligations and duties hereunder as determined by a court of competent
jurisdiction (including in the case of the Servicer, any agent of the Servicer or sub-servicer).


 


(c)           Each of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent,
paying agent and 17g-5 Information Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section 8.5(c)
only, an “Indemnifying Party”) shall (severally and not jointly) indemnify the Depositor, the Servicer and the
Special Servicer and their respective Affiliates and each of the directors, officers, employees and agents of the Servicer and
the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c) only, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection
with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party
in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third
party or otherwise) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence
in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.


 


8.6.         Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a)  Each
of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation, association or 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, which has, a combined capital and surplus of at least $50,000,000
and a rating on its unsecured long term debt of at least “BBB+” by S&P (or “BBB” by S&P if the
Trustee’s or Certificate Administrator’s, as applicable, unsecured short term debt is rated at least “A-2”
by S&P) and is subject to supervision or examination by federal or state authority and shall not be an Affiliate of


 






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the Servicer
or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer
pursuant to Section 7.2). If a corporation, association or trust company publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section
8.6 the combined capital and surplus of such entity 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 that the place of business from which the Trustee or the Certificate
Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the
Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate
Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose
such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the
provisions of this Section 8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in
the manner and with the effect specified in Section 8.7.


 


(b)          The Certificate Administrator 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 covering the Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the unsecured
long term debt of the Certificate Administrator is not rated at least “A” or its equivalent by S&P. Such insurance
policy shall protect the Certificate Administrator against losses, forgery, theft, embezzlement, fraud, errors and omissions of
such covered Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental
authorities having regulatory power over the Certificate Administrator. In the event that any such bond or policy ceases to be
in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate
Administrator shall be entitled to self-insure with respect to such risks so long as the unsecured long term debt of the Certificate
Administrator is rated at least “A” or its equivalent by S&P.


 


(c)           The Trustee 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 covering the Trustee’s directors, officers
and employees in connection with its activities under this Agreement; provided that if the unsecured long term debt of the
Trustee is not rated at least “A” or its equivalent by S&P. Such insurance policy shall protect the Trustee against
losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered Persons. The amount of coverage shall be at least
equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee. In the
event that any such bond or policy ceases to be in effect, the Trustee shall obtain a comparable replacement bond or policy. In
lieu of the foregoing, the Trustee shall be entitled to self-insure with respect to such risks so long as the unsecured long term
debt of the Trustee is rated at least “A” or its equivalent by S&P and “A(low)”.


 


8.7.  
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation
to the Depositor, the


 






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Initial Purchaser, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar
(if other than the Certificate Administrator), the Companion Loan Holders, the Trustee and the 17g-5 Information Provider, who
shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.15(b) and after such posting
by the 17g-5 Information Provider, to the Rating Agencies, and by mailing notice of resignation by first Class mail, postage prepaid,
to the Certificateholders at their addresses appearing on the Certificate Register, not less than sixty (60) days before the date
specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) acceptance
by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8
meeting the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor shall promptly
appoint a successor Trustee or Certificate Administrator, as applicable, and a Rating Agency Confirmation is provided with respect
to such appointment, which Rating Agency Confirmation shall be delivered to the resigning Trustee or Certificate Administrator,
and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall
have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for appointment of a successor
Trustee or Certificate Administrator, as applicable and any expenses associated with such petition shall be an expense of the Trust.


 


Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective business to a
successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or Certificate Administrator
shall cooperate with any successor, as requested (i) to endorse the original executed Trust Notes (to the extent that the original
executed Trust Notes for the Mortgage Loan were endorsed to the outgoing Trustee or Certificate Administrator or), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders of Wells Fargo
Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745 or in blank, and (ii) in the
case of the other assignable Loan Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee or Certificate
Administrator), to assign such Loan Documents to such successor, and such successor shall review the documents delivered to it
with respect to the Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject to this Agreement, such endorsement
and assignment has been made, and record such assignment documents (if applicable); (b) if the original executed Note for the Mortgage
Loan was not endorsed to the outgoing Trustee, the Certificate Administrator (in its capacity as Custodian) shall, upon its receipt
of a request for release in the form of Exhibit B hereto, deliver such Trust Note to the Depositor or the successor
Trustee, as requested, and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Trust
Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for
the registered holders of Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series
2018-1745 or in blank; (c) if any other assignable Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator
shall, upon its receipt of a request for release, deliver such Loan Document to the Depositor or the successor Trustee, as requested,
and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such 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


 






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Certificate
Administrator with respect to the Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject to this Agreement,
such endorsements and assignments have been made, and record such assignment documents (if applicable) or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate
Administrator, as the case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording.


 


If at any time any of
the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or
the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator or of either of their 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 then, in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator,
as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or
(2) any Certificateholder who has been a bona fide Certificateholder for at least six (6) months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate
Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable,
which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator,
as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed
by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as
applicable, appointed by the Certificateholders as provided below within one (1) year from the date of appointment by such court.
In addition, upon thirty (30) days’ prior written notice, Holders of Certificates evidencing, in the aggregate, not less
than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator
and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate,
signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be
delivered to the Depositor (with a copy to the Servicer and Special Servicer), one complete set to the Trustee or the Certificate
Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee
or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given
to the Companion Loan Holders, the Rating Agency (through the successor 17g-5 Information Provider’s Website, as applicable)
and the Initial Purchaser by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the
Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon)
have been paid to the Trustee or Certificate


 






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Administrator, as applicable, in full. If no successor Trustee or Certificate Administrator
shall have been so appointed and shall have accepted appointment within thirty (30) days after the notice of removal has been given,
the removed Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for appointment
of a successor Trustee or Certificate Administrator, as applicable and any expenses associated with such petition shall be an expense
of the Trust.


 


Any resignation or removal
of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee
or Certificate Administrator, as applicable, as provided in Section 8.8.


 


If the Certificate Administrator
is terminated pursuant to this Section 8.7, all of its rights and obligations under this Agreement and in and to the Mortgage
Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including
the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect
to periods prior to the date of such termination or removal).


 


In the event of any resignation
or removal of the Trustee or the Certificate Administrator (in any of its capacities under this Agreement) (other than a resignation
of the Trustee that is required solely due to a change in law or a conflict of interest arising after the Closing Date that is
not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall be effective with respect to
each of such party’s other capacities hereunder (including, without limitation, such party’s capacities as Trustee,
Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case may be).


 


8.8.         Successor Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed
as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer
and to its predecessor Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3
and Section 2.4, respectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator
shall become effective and such successor Trustee or Certificate Administrator, as applicable, 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 Certificate Administrator shall
deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor Trustee or Certificate
Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and
obligations.


 


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance
such successor Trustee or


 






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Certificate Administrator shall be eligible under the provisions of Section 8.6 and a Rating
Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the Trustee or Certificate
Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor Trustee or Certificate
Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special Servicer, the Loan Parties, the
Initial Purchaser and the Companion Loan Holders.


 


8.9.         Merger or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which either 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 (i) such Person shall be eligible
under the provisions of Section 8.6, without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding and (ii) Rating Agency Confirmation shall have been
delivered to such Person.


 


8.10.       Appointment of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Mortgaged Property may at the time be located or in which any action
of the Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing,
in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or
them, may appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting
jointly with the Trustee, of all or any part of the Mortgaged Property, to the full extent that local law makes it necessary for
such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate
trustee or co-trustee shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)          The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of
any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such
title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to the Mortgaged Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified
in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised
or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee
subject to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as
the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do


 






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all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations
of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the
appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)          All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to
and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation,
its capacity as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information
Provider, as applicable.


 


(d)          Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee
shall act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee;
and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)          Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant
to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)           Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall
not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


 


8.11.       Appointment of Authenticating Agent. (a)  The Certificate Administrator may appoint an agent or agents
which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid


 






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and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such law
to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws
to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall
be the Certificate Administrator.


 


(b)          Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding
to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


(c)          An Authenticating Agent may resign at any time by giving at least thirty (30) days’ advance written notice thereof
to the Certificate Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent,
the Servicer or the Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice
of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate
Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.11.


 


8.12.       Appointment of a Custodian. The Certificate Administrator is hereby appointed as the initial Custodian. Any successor
Certificate Administrator appointed pursuant to Section 8.7 and Section 8.8 shall be deemed to be appointed as the
successor Custodian upon the effectiveness of its appointment as the successor Certificate Administrator.


 



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8.13.       Indemnification by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator,
as applicable, severally and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred
by the Trust that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator (including in
its capacity as 17g-5 Information Provider) of its representations and warranties, as applicable, under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator (including in its capacities as Certificate
Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider) in the performance of its obligations
to the Trust or the Certificateholders under this Agreement or its negligent disregard of its obligations and duties under this
Agreement.


 


The Certificate Administrator
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 (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, 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, in the performance of such obligations or its negligent disregard of its obligations
and duties under this Agreement.


 


8.14.       Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any
Distribution Date and a voluntary prepayment or the payment at maturity by the Loan Parties of the Mortgage Loan or any portion
thereof, the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information
received from the Servicer or the Special Servicer in reliance on notices received from the Loan Parties. In the event of any inconsistencies
in payments or prepayments made by the Loan Parties with the previously delivered notices by the Loan Parties, all costs and expenses
incurred as a result of a failure by the Loan Parties to make any such payments or prepayment, shall be paid by the Loan Parties
in accordance with the Loan Agreement provided that the amount of payment reported to the Depository by the Certificate
Administrator was consistent with the information received from the Servicer or the Special Servicer. If the Loan Parties fail
to do so, such costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer,
as applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the
Certificate Administrator, the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to
make a distribution as a result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify
the Depository on the Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


8.15.       Access to Certain Information.


 


(a)               
 The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person
who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2
hereto) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory


 






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authority
that may exercise authority over any Certificateholder, access to any documentation regarding the Mortgage Loan or the other assets
of the Trust Fund that are in its possession or within its control, including without limitation:


 


(i)           the Mortgage File, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;


 


(ii)          the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special
Servicer, as applicable, and delivered to the Certificate Administrator, and


 


(iii)         all notices and reports delivered to the Certificate Administrator with respect to the Mortgaged Property as to which environmental
testing revealed any failure of the Mortgaged Property to comply with any applicable law, including any environmental law, or which
revealed an environmental condition present at the Mortgaged Property requiring further investigation, testing, monitoring, containment,
clean up, or remediation.


 


Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator.


 


The Certificate Administrator
will provide copies of the items described in this Section 8.15(a), to the extent such items are in its possession, to,
and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the Property Manager or any of
their respective agents or affiliates who provides the Certificate Administrator with an Investor Certification substantially in
the form of Exhibit K-2 hereto). The Certificate Administrator may require payment for the reasonable costs and expenses
of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable
to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser
of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise
keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to
keep this information confidential.


 


(b)          The Certificate Administrator, to the extent prepared or received by the Certificate Administrator, shall make available
to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-2 hereto), via the Certificate Administrator’s Website,
the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format
to trustadministrationgroup@wellsfargo.com):


 


(i)           The following “deal documents”:


 


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


 



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(B)          this Agreement,
each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase
Agreement and any amendments and exhibits hereto or thereto; and


 


(C)          the CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)               
The following “periodic reports”:


 


(A)         all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


 


(B)          all CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the
Certificate Administrator pursuant to Section 3.18(a), environmental reports delivered to the Certificate Administration
pursuant to Section 3.12(f), and any updates to such reports;


 


(iii)               
The following “additional documents”:


 


(A)         summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;


 


(C)          all Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
and


 


(D)          the CREFC® Appraisal Reduction Template;


 


(iv)         The following “special notices”;


 


(A)         any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(c);


 


(B)          any notice of termination of the Servicer or the Special Servicer received by the Certificate Administrator pursuant to
Section 7.1;


 


(C)          all notices of Servicer Termination Events or Special Servicer Termination Events received by the Certificate Administrator
pursuant to Section 7.1(b) and Section 3.10(b);


 


(D)          any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(E)          any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the


 






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Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(F)          any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(G)          any amendment to this Agreement pursuant to Section 11.1;


 


(H)          any annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator
under Section 13.7 or 13.8;


 


(I)           any annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to
Section 13.9;


 


(J)           notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking
into account the application of the Non-Risk Retained Appraisal Reduction Amount to notionally reduce the Certificate Balance of
the Certificates) to terminate and replace the Special Servicer;


 


(K)          notice of the occurrence or cessation of a Control Event or a Consultation Termination Event;


 


(L)          any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate; and


 


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


 


(v)          the “Investor Q&A Forum” pursuant to Section 4.5(a);


 


(vi)         solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section
4.5(b); and


 


(vii)         “risk retention special notices” tab, which shall contain any notices provided by the Retaining Sponsor relating
to ongoing compliance by the Retaining Sponsor with the Credit Risk Retention Rules and/or the risk retention and due diligence
requirements in Europe.


 


In lieu of the tabs or
headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as
it may reasonably determine from time to time.


 


The foregoing information
shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt.
The Certificate Administrator shall have no obligation or duty to verify, confirm or otherwise


 






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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 such information is delivered or posted in error, the Certificate Administrator may remove it from
the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be deemed to have obtained
actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was
not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website,
the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall
not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or
warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such
information, other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s
Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide a mechanism to notify each Person
that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the Certificate Administrator’s Website.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described in clause (vii)
above, provide email notification to any Privileged Person that has registered to receive access to the Certificate Administrator’s
Website and has opted in to receive email notifications that a notice has been posted to the “risk retention special notices”
tab.


 


Upon delivery by the
Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information
Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


 


The 17g-5 Information
Provider shall make available solely to the Depositor, the Rating Agencies and to NRSROs the following items to the extent such
items are delivered to it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “Wells
Fargo Commercial Mortgage Trust 2018-1745” and an identification of the type of information being provided in the body of
the email, or via any alternate email 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 Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(i)           any environmental reports delivered by the Special Servicer under Section 3.12(e);


 



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(ii)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 13.7;


 


(iii)         any annual independent public accountants’ servicing reports delivered pursuant to Section 13.9;


 


(iv)         any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 


(v)          any information requested by the Depositor or S&P pursuant to Section 3.21(b) (it being understood the 17g-5
Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information
as provided in Section 3.21(b));


 


(vi)         any notice to S&P relating to the Servicer’s determination to take action without receiving Rating Agency Confirmation
as set forth in Section 3.26;


 


(vii)        any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.26;


 


(viii)       any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(ix)          any and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the
Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(x)           any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b);


 


(xi)          any summary of oral communications with S&P that are delivered to the 17g-5 Information Provider pursuant to Section 8.15(b);
provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;


 


(xii)         notice of any material modifications or amendments to the Loan Documents;


 


(xiii)        any amendment to this Agreement pursuant to Section 11.1;


 


(xiv)        notice of any change to the Property Manager;


 


(xv)        notice of final payments on the Certificates;


 


(xvi)       copies of any amendments to the Mortgage Loan Purchase Agreement;


 



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(xvii)      notice of any amendments to the Mortgage Loan Purchase Agreement;


 


(xviii)     the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


 


(xix)        any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate.


 


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 provided that such information is received by 2:00 p.m. (eastern time) or, if
received after 2:00 p.m., on the next Business Day by 12:00 p.m. 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, the 17g-5 Information Provider may remove it 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
posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator.
Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of an NRSRO Certification and (ii) the
Depositor. If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m. (eastern time)
on such Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business Day. Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com.
In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under this
Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other data may
be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report, statement,
document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement, document, file
or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly notify each NRSRO
that has signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this
Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the email. The 17g-5 Information Provider shall send such
notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information
Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information
Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with providing
access to the Certificate Administrator’s Website or the 17g-5


 






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Information Provider’s Website, the 17g-5 Information
Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider shall not be liable for the
dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy
or completeness of such information being made available, and assumes no responsibility for such information. The 17g-5 Information
Provider shall not be liable for failing to make any information available to S&P or any NRSRO unless same was delivered to
it at its email address set forth above, with the proper subject heading. Assistance in using the Certificate Administrator’s
Website or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.


 


If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services,
as defined in Rule 17g-10 under the Exchange Act, that such party may have provided with respect to the Whole Loan (a “Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on
the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service
Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(c)           Each of the 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 CREFC® Reports and any additional
information relating to the Whole Loan, the Mortgaged Property or the Loan Parties, for review by the Depositor, the Initial Purchaser,
the Trustee, the Companion Loan Holders, the Certificate Administrator and any other Persons who deliver an Investor Certification
or confidentiality agreement in accordance with this Section 8.15(c), and the Rating Agencies (only to the extent such additional
information was previously delivered to the 17g-5 Information Provider or is simultaneously delivered to the 17g-5 Information
Provider in accordance with the provisions of Section 8.15(b), who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.15(b)) (collectively, the “Disclosure Parties”),
in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the Loan Documents. Each of the
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,
the Certificate Administrator and the Trustee, deliver an Investor Certification or enter into a confidentiality agreement acceptable
to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the 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 Servicer’s or the Special Servicer’s website, the 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 8.15(c) to current or prospective Certificateholders the form of confidentiality agreement used by the 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


 






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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, an Investor Certification indicating that
such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential. 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 Servicer
nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the 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 8.15 unless such information was produced by the Servicer
or Special Servicer, as applicable.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall be permitted to orally communicate with the Rating Agencies; 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 8.15(b) on the
same day such communication takes place; provided that the summary of such oral communications shall not be attributed to
the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information Provider’s
Website in accordance with the procedures set forth in Section 8.15(b).


 


None of the foregoing
restrictions in this Section 8.15 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, on the one hand, and S&P or any NRSRO, on the other
hand, with regard to (i) S&P’s or such NRSRO’s review of the ratings it assigns to the Servicer or the Special
Servicer, as applicable, (ii) S&P’s or such NRSRO’s approval of the Servicer or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer or (iii) S&P’s or such NRSRO’s evaluation of the Servicer’s
or the Special Servicer’s, as applicable, servicing operations in general; provided, that the Servicer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loan to S&P or any
such NRSRO in connection with such review and evaluation by S&P or such NRSRO unless (x) borrower, 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) S&P or such NRSRO confirms in writing that it does not
intend to use such information in undertaking credit rating surveillance with regard to the Certificates.


 


In connection with the
delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Servicer or the


 






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Special Servicer when such information, report, notice or document has been posted. The Servicer or the Special Servicer, as applicable,
may, but shall not be obligated to, send such information, report, notice or other 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 to the 17g-5 Information Provider.


 


Each of the Servicer
and the Special Servicer (each, a “17g-5 Indemnifying Party”) hereby expressly agrees to indemnify and hold
harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and
controlling persons, and the Trust Fund (each, a “17g-5 Indemnified Party”), from and against any and all losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses) to which any such 17g-5 Indemnified Party may become subject, under the Act, the Exchange Act or otherwise,
pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying
Party’s breach of (i) any obligation relating to the provision of information to the Rating Agencies set forth in the first
paragraph of Section 8.15(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs of Section 8.15(c),
and shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified
Party in connection with investigating or defending any such action or claim, as such expenses are incurred.  The foregoing
indemnity obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6
and shall not be construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 


9.                 
CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER


 


9.1.         Selection and Removal of the Directing Certificateholder.


 


(a)          The Majority Controlling Class Certificateholders may elect the Directing Certificateholder.


 


(b)          The Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders, as determined by
the Certificate Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote
in each election of the Directing Certificateholder. Notwithstanding anything to the contrary herein, the (x) Directing Certificateholder
cannot be any Borrower Affiliate or the Property Manager or any of their servicers or respective agents or Affiliates and (y) for
purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Certificateholder, any
Borrower Affiliate, the Property Manager or any of their servicers or respective agents or Affiliates shall be deemed not to be
a Certificateholder and shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of
the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection
with the foregoing and may require that Investor Certifications are resubmitted from time to time in accordance with its policies
and procedures.






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(c)          The identity of the initial Directing Certificateholder is set forth in the definition of “Directing Certificateholder”.
The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to receive notices
hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates
of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer of the appointment of a Directing Certificateholder (if any) (in order to receive notices hereunder) by such Controlling
Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance
of the Controlling Class and shall also state that such Directing Certificateholder is not a Borrower or Borrower Affiliate.


 


(d)          The Directing Certificateholder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer.


 


(e)          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 the Trustee and to notify the Certificate Administrator and all the parties
hereto of the selection of a Directing Certificateholder or the resignation or removal thereof. Any Certificateholder or its designee
at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Certificateholder and when
it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer
and the Servicer of the identity of the Directing Certificateholder and any resignation or removal thereof. In addition, upon the
request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current
Directing Certificateholder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the requesting
party) of the Controlling Class to such requesting party. In addition, (i) any Holder owning more than fifty percent (50%) of the
applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Trustee and the Certificate Administrator when it no longer holds the majority of the Controlling Class Certificates
(by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates who collectively own more than fifty
percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Trustee and the Certificate Administrator when it transfers its Controlling Class Certificate (or
its beneficial interest in the Controlling Class Certificates) and, as a result of such transfer, such Holders who collectively
appointed the Directing Certificateholder no longer collectively own more than the applicable percentage of the Controlling Class
Certificates (by Certificate Balance) set forth above, provided in no event with respect to either clause (i)
or (ii) shall any Controlling Class Certificateholder have any liability to any Person for the failure to provide any such
notices.


 



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(f)           Once a Directing Certificateholder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such
selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each
other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder.


 


(g)          Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification
with respect to the identity of the Certificateholders of the Controlling Class, the Risk Retention Consultation Party and the
Directing Certificateholder.


 


(h)          The Directing Certificateholder shall be responsible for its own expenses.


 


Notwithstanding any other
provision to this Agreement, in the event that no Directing Certificateholder has been appointed or identified to the Servicer
or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable,
then the 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 until such time as a Directing Certificateholder meeting
the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Directing Certificateholder to the Servicer and the Special Servicer.


 


9.2.  
Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders.


 


(a)          Neither the Controlling Class nor the Directing Certificateholder shall have any 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.


 


(b)          By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder
and/or the Controlling Class Certificateholders (i) may have special relationships and interests that conflict with those
of one or more Certificateholders, including owning securities backed by a Companion Loan or any interest in a Companion Loan,
(ii) may act solely in the interests of the Holders of the Controlling Class, including the Directing Certificateholder, (iii) does
not have any duties or liability to the other Certificateholders, (iv) may take actions that favor the interests of one or
more Certificateholders, including the Holders of the Controlling Class, over the interests of other Certificateholders, and (v) shall
have no liability whatsoever to the Trust, any other party to this Agreement, any Certificateholder or any other Person (including
any Borrower Affiliate) 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, the Controlling Class Certificateholders or any director,
officer, employee, partner, member, shareholder, agent or principal of the Directing Certificateholder or the Controlling Class
Certificateholders, as


 






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applicable, as a result of the Directing Certificateholder or the Controlling Class Certificateholders having
so acted.


 


9.3.  
Rights and Powers of the Directing Certificateholder.


 


(a)          Notwithstanding anything herein to the contrary, but subject to the next sentence, except as set forth in, and in any event
subject to, Section 3.24(d), Section 9.3(b), Section 9.3(c) and the second (2nd) and third (3rd) paragraphs
of this Section 9.3(a) and subject to the terms of the Co-Lender Agreement and the Companion Loan Holders’ rights
thereunder, (i) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained
the consent of the Special Servicer, which consent will be deemed given if the Special Servicer does not object within fifteen
(15) Business Days (after delivery of a written recommendation and analysis to the Special Servicer and information reasonably
requested by the Special Servicer) unless such actions are part of an Asset Status Report approved by the Directing Certificateholder
under Section 3.10(i) or is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement
and (ii) prior to the occurrence and continuance of a Control Event, the Special Servicer shall not be permitted to (A) consent
to the Servicer’s taking any of the actions constituting a Major Decision, or (B) itself take any of the actions constituting
a Major Decision, but subject to Section 3.10(i) if, in either case, the Directing Certificateholder has objected to the
action in writing within ten (10) Business Days after receipt of a written report by the Special Servicer describing in reasonable
detail (i) the background and circumstances requiring action of the Special Servicer and (ii) the proposed course of action recommended
(provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day
period, then the Directing Certificateholder shall be deemed to have approved such action). In the event that the Special Servicer
or Servicer, as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent
of the Directing Certificateholder prior to the occurrence and continuance of a Control Event under this Agreement (or consultation
with the Directing Certificateholder after the occurrence and during the continuance of a Control Event, but prior to the occurrence
of a Consultation Termination Event), is necessary to protect the interests of the Certificateholders, the Companion Loan Holders,
the Special Servicer or Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without such consultation) so long as the Servicer or the Special Servicer, as applicable, has made a reasonable effort
to contact the Directing Certificateholder to inform it of such need. The Special Servicer is not required to obtain the consent
of the Directing Certificateholder for any Major Decision upon the occurrence and during the continuance of a Control Event; provided,
however, that after the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation
Termination Event, the Special Servicer shall not be required to obtain the consent of the Directing Certificateholder but shall
consult with the Directing Certificateholder in connection with any Major Decision (and such other matters that are subject to
consent, approval, direction or consultation rights of the Directing Certificateholder hereunder) and to consider alternative actions
recommended by the Directing Certificateholder in respect of such matters. With respect to any action requiring the Directing Certificateholder’s
consent, if the Directing Certificateholder does not respond to a request for its consent within ten (10) Business Days (or such
other length of time as specified in this Agreement with respect to any particular action requiring consent), such consent will
be deemed to have been given. In the event that no Directing Certificateholder has been appointed


 






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or identified to the Servicer
or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified, the 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.


 


In addition, for so long
as no Control Event has occurred and is continuing, but subject to the second sentence of the preceding paragraph, Section 9.3(b),
Section 9.3(c) and the immediately following paragraph, the Directing Certificateholder may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Mortgage Loan and the Whole Loan as the Directing Certificateholder
may reasonably deem advisable.


 


Notwithstanding anything
to the contrary contained herein, if the Special Servicer or Servicer, as applicable, determines that a refusal to consent by the
Directing Certificateholder or any objection, consultation or direction or advice from the Directing Certificateholder, the Controlling
Class Certificateholders, the Risk Retention Consultation Party or any other Person would (A) otherwise require or cause the Special
Servicer or Servicer, as applicable, to violate the terms of the Loan Documents, the Co-Lender Agreement, applicable law, provisions
of the Code resulting in an Adverse REMIC Event or this Agreement, (including without limitation, actions inconsistent with Accepted
Servicing Practices), (B) expose any Certificateholder, the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust or their respective Affiliates, officers, directors or agent to any claim, suit or liability, (C) result in
the imposition of a tax upon the Trust (other than a tax on “net income from foreclosure property”) or loss of REMIC
status or (D) materially expand the scope of the Special Servicer’s, the Servicer’s, the Trustee’s or the Certificate
Administrator’s responsibilities hereunder, then the Special Servicer or Servicer, as applicable, shall disregard such refusal
to consent, direction or advice and notify the Directing Certificateholder, the Risk Retention Consultation Party, the Trustee,
the Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with
the direction of or approval of the Directing Certificateholder or the Risk Retention Consultation Party that does not violate
the Loan Documents, the Co-Lender Agreement, this Agreement, any applicable law, provisions of the Code resulting in an Adverse
REMIC Event or Accepted Servicing Practices or any other provisions of this Agreement, shall not result in any liability on the
part of the Servicer or the Special Servicer.


 


(b)          Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Event, the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any
party to this Agreement; (ii) after the occurrence and during the continuance of a Control Event but so long as no Consultation
Termination Event is continuing, the Directing Certificateholder shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement, and the Servicer, Special Servicer and any other applicable party shall consult
with the Directing Certificateholder in connection with any action to be taken or refrained from taking to the extent set forth
herein; and (iii) during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no direction,
consultation or consent rights


 






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hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder, and the
Controlling Class will not be entitled to appoint a Directing Certificateholder; provided that the Directing Certificateholder
(if and to the extent that it is a Certificateholder) and a holder of a Controlling Class Certificate will maintain the right to
exercise its Voting Rights for the same purposes as any other Certificateholder under this Agreement. No Borrower Affiliate may
be appointed as or act as the Directing Certificateholder.


 


If a Control Event no
longer exists, then the Directing Certificateholder shall regain all the consent and direction rights of the Directing Certificateholder
set forth in this Agreement and the Controlling Class will regain the right to appoint a Directing Certificateholder.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation or consent
rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing
Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


(c)          For purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or receiving
Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest
in a Controlling Class Certificate who is a Borrower Affiliate, the Property Manager or an agent or Affiliate of the foregoing
shall not be deemed to be a Holder or Beneficial Owner of the related Controlling Class and shall not be entitled to exercise such
rights or receive such information. If, as a result of the preceding sentence, no Holder or Beneficial Owner of Controlling Class
Certificates would be eligible to exercise such rights, there will be no Controlling Class.


 


(d)          The Certificate Administrator shall, within five (5) Business Days after its determination that a Control Event or a Consultation
Termination Event has occurred or ceased to exist, post a notice of such occurrence or cessation of a Control Event or Consultation
Termination Event on the Certificate Administrator’s Website.


 


(e)               
For so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer shall provide notice
to the Directing Certificateholder of any annual meeting with the Borrower and the Property Manager pursuant to the Loan Documents,
consult with the Directing Certificateholder regarding an agenda for such meeting, and invite the Directing Certificateholder to
attend such meeting (which invitation the Directing Certificateholder may accept or decline in its discretion). The Special Servicer
shall provide advance notice to the Borrower and the Property Manager that the Directing Certificateholder has no authority to
act on behalf of the holder of the Mortgage Loan.


 


9.4.         Directing Certificateholder Contact with Servicer and Special Servicer.


 


Upon reasonable request,
each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to answer questions from
the Directing


 






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Certificateholder (prior to the occurrence and continuance of a Control Event) regarding the performance and servicing
of the Whole Loan (or, in the case of the Special Servicer, the Special Servicer’s operational activities on a platform level
basis related to the servicing of the Whole Loan after a Special Servicing Loan Event and the servicing of any Foreclosed Property)
for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding any provision
of this Agreement to the contrary, the failure of the 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 if the Servicer or the Special
Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing Practices,
that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise
materially harm the Trust or the Trust Fund.


 


9.5.         The Risk Retention Consultation Party.


 


(a)          The Special Servicer shall consult, solely on a non-binding basis (and consider alternative actions recommended by such
party) with the Risk Retention Consultation Party with respect to any Major Decision in the same manner as set forth in Section
9.3 with respect to the consultation rights of the Directing Certificateholder after the occurrence and during the continuance
of a Control Event and prior to the occurrence and continuance of a Consultation Termination Event. In the event the Special Servicer
receives no response from the Risk Retention Consultation Party within ten (10) days following the later of (i) the Special Servicer’s
written request for input on any requested consultation and (ii) delivery of all such additional information reasonably requested
by the Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall not be
obligated to consult with such Risk Retention Consultation Party solely with respect to the specific matter.


 


(b)          If the Risk Retention Consultation Party is a Borrower Affiliate, then the Special Servicer shall have no obligation to
consult with the Risk Retention Consultation Party and the Risk Retention Consultation Party shall have none of the consultation
rights set forth above in clause (a).


 


(c)          On the Closing Date, the initial Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit S to this Agreement. Upon the resignation or removal of the existing Risk Retention
Consultation Party, any successor Risk Retention Consultation Party shall also deliver to the parties to this Agreement a certification
substantially in the form of Exhibit S to this Agreement prior to being recognized as the new Risk Retention Consultation
Party. The parties to this Agreement shall be entitled to assume that the identity of the Risk Retention Consultation Party has
not changed until such time as a successor Risk Retention Consultation Party delivers a certification substantially in the form
of Exhibit S to this Agreement.


 


(d)          The Risk Retention Consultation Party will have no liability to the Trust or Certificateholders for having acted in accordance
with or as permitted by this Agreement.


 






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Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention
Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention Consultation Party
does not have any liability or duties to the Holders of any Class of Certificates; (iv) the Risk Retention Consultation Party may
take actions that favor interests of the Holders of one or more Classes or the RR Interest over the interests of the Holders of
one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability whatsoever (other
than to an RR Interest Owner) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may
take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal
of the Risk Retention Consultation Party for having so acted.


 


10.       TERMINATION


 


10.1.         Termination.
(a) The respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created hereby (other than the obligation to make certain payments to the Companion Loan
Holders) (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date to the extent set forth in this Agreement and other than the obligation of the Certificate
Administrator to file final tax returns for the Trust REMIC, to maintain books and records of the Trust Fund for such period
of time as it maintains its own books and records, and the indemnification rights and obligations of the parties hereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to this Article 10 following the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to this Agreement) or the
liquidation or abandonment of the Mortgaged Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the Trust 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 United States Ambassador to the Court of St. James’s, living on the
date hereof.


 


(b)            On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other than
the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)            Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to the Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall be
made, with respect to the Certificates, upon presentation and surrender of the Certificates at the office or agency of the Certificate
Administrator therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and that, with respect to the Certificates, payments shall be made only upon presentation
and surrender of the Certificates at the office or agency of the Certificate Administrator therein specified.


 






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10.2.         Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment on
the Whole Loan, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the
Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of
terminating the Trust REMIC will not subject the Trust Fund or the Trust REMIC to federal income tax:


 


(i)             Within
eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the
90-day liquidation period of the Trust REMIC which shall be specified in a notice from the Certificate Administrator to the Certificateholders
as soon as practicable prior to such final Distribution Date, and shall specify such date in the final tax return of the Trust
REMIC;


 


(ii)            At
or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date, the
Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust Fund;
and


 


(iii)           At
or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to the
Trust Fund, the Certificate Administrator shall cause all remaining amounts held as part of the Trust REMIC to be distributed to
the Holders of the Regular Certificates and the Class R Certificates in accordance with Section 4.1(a), Section 4.1(b)
and Section 4.1(g).


 


10.3.         Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.          MISCELLANEOUS
PROVISIONS


 


11.1.         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 Loan Holders:


 


(i)             to
correct any inconsistency, defect or ambiguity in this Agreement or to correct 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 Offering
Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of the provisions of this
Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error; provided that such
amendment or supplement would not adversely affect in any material respect the interests of any Companion Loan Holder not consenting
thereto, as evidenced by (x) an Opinion of Counsel or (y) if any Companion Loan Securities are then rated, receipt of a Rating
Agency Confirmation;


 


(iii)           to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related


 



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Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Holder not consenting thereto, as evidenced by (1) an Opinion of Counsel (at the expense of the party requesting the amendment
or at the expense of the Trust if the requesting party is the Trustee or the Certificate Administrator) or (2) if the related Class
of Certificates or Companion Loan Securities is rated by a Rating Agency or a Companion Loan Rating Agency, as applicable, Rating
Agency Confirmation is obtained;


 


(iv)           to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of the Trust REMIC
as a REMIC at all times that any Certificate or RR Interest is outstanding, or to avoid or minimize the risk of imposition of any
tax on the Trust REMIC that would be a claim against the Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting the amendment or if the requesting party is the Certificate
Administrator or the Trustee, at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect
in any material respect the interests of any Certificateholder or any Companion Loan Holder or (B) to the extent necessary for
the Trust or any Other Securitization Trust to comply with the Investment Company Act of 1940, as amended, the Trust Indenture
Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)            to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further, that the
Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)           to
make 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 Companion
Loan Holder not consenting thereto, as evidenced by an Opinion of Counsel or a Rating Agency Confirmation; provided, further,
prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this clause (vi) that would adversely
affect the rights of the Controlling Class Certificateholder or the Directing Certificateholder shall be subject to the consent
of such affected party or parties;


 


(vii)          to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by S&P, as evidenced by Rating Agency Confirmation; provided, that such amendment or supplement
would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Holders not consenting
thereto, as evidenced by an Opinion of Counsel;


 






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(viii)         to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the Servicer,
the Certificate Administrator and the Trustee, 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 cause the Trust REMIC to
fail to qualify as a REMIC, as evidenced by an Opinion of Counsel, and (C) Rating Agency Confirmation is obtained; provided,
that prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this clause (viii) that would
adversely affect the rights of the Controlling Class Certificateholder or the Directing Certificateholder will be subject to the
consent of such affected party or parties;


 


(ix)           to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 or Rule 15Ga-1 of the Exchange Act; provided
that such amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate
Administrator, the 17g-5 Information Provider or the Trustee, unless such party consents thereto; provided, further
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders or Companion Loan
Holders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificates or Companion Loan Securities are then rated, receipt
of Rating Agency Confirmation;


 


(x)            to
modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR, the EU 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 risk retention requirements in
the event of such repeal; provided that no such modification, elimination or addition may change in any manner the rights
or obligations of any holder of the RR Interest under this Agreement or the related risk retention agreement without the consent
of such holder.


 


(xi)           to
modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other Securitization
Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


No other amendment to
this Agreement may be made without the consent of the Companion Loan Holders if such amendment materially adversely affects the
rights of the Companion Loan Holders under this Agreement.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, and no such amendment may change in any
manner the rights of the Initial Purchaser under this Agreement without the consent of the Initial Purchaser.


 


(b)            Subject
to the rights of the Companion Loan Holders to consent to certain amendments to this Agreement under Section 11.1(a), this
Agreement may be amended from


 



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time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) 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 the Certificates; 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 Loan which are required to be distributed
on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the
obligations of the Servicer, or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein, (iv)
change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to consent to any action
or inaction under this Agreement; (v) change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of the Mortgage Loan Seller or (vi) amend this Section
11.1.


 


It shall not be necessary
for the consent of Certificateholders under this Section 11.1 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.


 


Notwithstanding any contrary
provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to this
Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall be made to this Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in an Adverse REMIC Event.


 


(c)          Promptly
after the execution 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 8.15(b), and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each Certificateholder, the Trustee, the Depositor, the
Servicer, the Special Servicer, the Initial Purchaser and the Rating Agency.


 


(d)          In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall
be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 11.1, the required Certificateholders, Companion Loan Holders, Mortgage Loan
Seller and/or Initial Purchaser, as applicable.


 






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(e)          The
costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations,
shall be borne by the party requesting such amendment or as otherwise provided in Section 11.1(a) (or, if such amendment
is required by S&P to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator (which
do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator),
then at the expense of the Depositor and, if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


 


11.2.      Recordation
of Agreement; Counterparts. (a)          This Agreement or an abstract
hereof, if acceptable by the applicable recording office, is subject to recordation in all appropriate public offices for
real property records in the county in which the Mortgaged Property subject to the Mortgage is situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Trustee or the Certificate
Administrator as a Trust Fund Expense upon its receipt of an Opinion of Counsel 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.


 


11.3.      Governing
Law; Waiver of Trial by Jury; Submission to Jurisdiction. 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 SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


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 OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 



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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.


 


11.4.       Notices.
All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt
(except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to have been
given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Trustee, to:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee MAD 2018-1745


 


with a copy to:



CMBSTrustee@wilmingtontrust.com


 


If to the Certificate Administrator,
to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – WFCM 2018-1745


 


with a copy to:



Email: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


or in the case of surrender,
transfer or exchange of Certificates other than the Risk Retained Certificates during the Risk Retention Period to:



Wells Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attn: Certificate Transfer Services – WFCM 2018-1745


 






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or in the case of release, transfer
or surrender of the Risk Retained Certificates during the Risk Retention Period:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – WFCM 2018-1745


 


with a copy to:

riskretentioncustody@wellsfargo.com


 


or in the case of the Custodian,
to:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group 2018-1745


 


With a copy to:



Email: cmbscustody@wellsfargo.com


 


If to the Depositor, to:



Wells Fargo Commercial Mortgage Securities, Inc.

375 Park Avenue, 2nd Floor

New York, New York 10152

Attention: A.J. Sfarra

Facsimile: (212) 214-8970


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053-300

301 South College St.

Charlotte, North Carolina 28288


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Telephone: (704) 348-5309

Facsimile: (704) 348-5200

Email: David.Burkholder@cwt.com


 






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and for items regarding the Investor
Q&A Forum, to:



REAM_InvestorRelations@wellsfargo.com


 


and for any items relating to
the Rating Agency Q&A Forum/Document Request Tool, to:



RAInvRequests@wellsfargo.com


 


If to the Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-1745 Asset Manager

Fax Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.


 


and for items regarding the Investor
Q&A Forum, to:



REAM_InvestorRelations@wellsfargo.com


 


and for any items relating to
the Rating Agency Q&A Forum/Document Request Tool, to:



RAInvRequests@wellsfargo.com


 


If to the Special Servicer, to:



AEGON USA Realty Advisors, LLC,

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President, Special Servicing

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

Fax number: (319) 355-8030


 






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If to the Retaining Sponsor,
to:



Wells Fargo Bank, National Association

375 Park Avenue, 2nd Floor

New York, New York 10152

Attention: A.J. Sfarra

Facsimile: (212) 214-8970


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053-300

301 South College St.

Charlotte, North Carolina 28288


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Telephone: (704) 348-5309

Facsimile: (704) 348-5200

Email: David.Burkholder@cwt.com


 


If to the Initial Purchaser,
to:



c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra





Facsimile: (212) 214-8970


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28288

Facsimile: (704) 715-2378


 






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If to the initial Directing Certificateholder,
to:



BlackRock Realty Advisors, Inc., as agent for its managed accounts

40 East 52nd Street

New York, NY 10022

Attention: Paul Horowitz

Telecopy number: (212) 810-8758

Email: paul.horowitz@blackrock.com


 


If to any Certificateholder,
to:



the address set forth in the Certificate Register


 


If to the Loan Parties:



at the respective addresses therefor set forth in the Loan Agreement


 


In the case of any Companion
Loan Holder:



The address set forth in the Co-Lender Agreement.


 


or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


 


11.5.        Notices
to the Rating Agencies. Any notices or documents required to be delivered to the Rating Agencies under this Agreement and
any other information regarding the Trust Fund as may be reasonably requested by S&P from any party hereto to the extent
such party has or can obtain such information without unreasonable effort or expense shall be delivered to the applicable
Rating Agency at the respective address set forth below; provided, however, that such other information is
first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.15(b); provided, further,
that responses, information, reports and communications with respect to any Rating Agency Inquiry conducted or submitted on
the Rating Agency Q&A Forum and Document Request Tool shall not be required to be delivered to the 17g-5 Information
Provider. 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 or Special Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of any rating by
S&P required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following address:



S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 






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11.6.        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, to the extent permitted by applicable law, 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.


 


11.7.        Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting
or to take any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, 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 Certificateholders be under any liability to any third party by
reason of any action by the parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of
this Agreement or the Certificates to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement or the Certificates, unless such Certificateholder previously shall have given to the Trustee a written notice
of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein
before provided, and unless the Holders of Certificates aggregating not less than 50% of the Voting Rights of the Certificates
shall also 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 reasonable indemnity as it may require against the costs, expenses, and liabilities
to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being 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 whatever by virtue or by availing itself or themselves of any provisions of this Agreement or
the Certificates to affect, disturb or prejudice the rights of the any other Certificateholders, or to obtain or seek to obtain
priority over or preference to any other such Certificateholder except as provided herein with respect to entitlement to payments
or to enforce any right under this Agreement or the Certificates, except in the manner herein provided and for the common benefit
of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.7, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity. By virtue of its purchase of a Certificate,
each Certificateholder will be deemed to have acknowledged that it will make its own decisions regarding its rights and protections
relevant to the Trust and will not be relying on the Trustee or any other deal party.


 






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11.8.        Certificates
Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations of the Trust Fund,
that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and
the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall
be deemed fully paid.


 


11.9.        Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or
not the original is in existence and whether or not such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence.


 


11.10.      No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the
parties hereto.


 


11.11.      Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Certificate Administrator and, where required, to the Depositor, the Trustee, the Servicer or the Special
Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer
and the Special Servicer if made in the manner provided in this Section 11.11.


 


(b)           The
fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)           Any
request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or,
the Special Servicer in reliance thereon, whether or not, with respect to the Certificates, notation of such action is made upon
such Certificate.


 


(d)           The
Certificate Administrator and the Trustee may require additional proof of any matter referred to in this Section 11.11 as
it shall deem reasonably necessary.


 






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11.12.      Successors
and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to Sections
6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other parties
hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a
party to this Agreement, the Initial Purchaser and any Certificateholder shall have any rights with respect to the
enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to this Agreement
specifically agree that (i) the Mortgage Loan Seller shall be a third-party beneficiary of this Agreement with respect to any
provisions relating to the Mortgage Loan Seller, (ii) unless it is a Borrower Affiliate, each Companion Loan Holder shall be
a third-party beneficiary of this Agreement with respect to the rights afforded it under this Agreement, (iii) each Other
Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary of this Agreement with respect to its
rights under Article 12, and (iv) none of the Borrower Affiliates, the Property Manager or other party to the Whole
Loan is an intended third-party beneficiary of this Agreement.


 


11.13.      Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as
Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


 


11.14.      Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the
New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or
imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall not
have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this
Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have
any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement
and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A
shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or
cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such
Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


11.15.      Assumption
by Trust of Duties and Obligations of the Mortgage Loan Seller Under the Loan Documents. The Trustee and the Certificate
Administrator on behalf of the Trust as assignee of the Mortgage Loan and the Servicer and Special Servicer hereby
acknowledge that the Trust assumes all of the rights and obligations of the Mortgage Loan Seller as a lender under the Loan
Documents and agrees to be bound thereby, and in accordance with the terms thereof.


 


11.16.      Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in
and to the Mortgage Loan pursuant to this Agreement 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


 



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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 and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loan, all principal and interest received or receivable with respect to the
Mortgage Loan (other than payments of interest due and payable prior to the Closing Date and principal payments received
prior to the Closing Date), all amounts held from time to time in the Collection Account (subject to the rights of the
Companion Loan Holders with respect to any amounts that are required to be distributed to the Companion Loans pursuant to the
Co-Lender Agreement), the Distribution Account, and, if established, the Foreclosed Property Account, and all reinvestment
earnings on such amounts, and all of the Depositor’s right, title and interest in and to the proceeds of any title,
hazard or other insurance policies related to the Mortgage Loan 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, UCC Financing Statements in
all appropriate locations promptly following the initial issuance of the Certificates and RR Interest to reflect the
assignments made by the Mortgage Loan Seller to the Depositor (and the Trustee) and by the Depositor to the Trustee (copies
of which shall be delivered no later than ten (10) days following the Closing Date), and the Certificate Administrator shall,
at the expense of the Depositor (to the extent reasonable), but in no event at the expense of the Trust, 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. This Section 11.16 shall constitute notice to the Trustee pursuant to any
of the requirements of the applicable UCC.


 


11.17.      Cooperation
with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreement. It is expressly agreed and understood
that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Seller and the
Depositor be able to obtain the benefit of the provisions of Section 13.4 and Section 13.5 of the Loan Agreement. Therefore,
the Depositor and Trustee hereby agree to cooperate with the Mortgage Loan Seller and the Depositor with respect to the
benefits of the provisions of Section 13.4 and Section 13.5 of the Loan Agreement with respect to securitization
indemnification, including, without limitation, reassignment to the Mortgage Loan Seller or the Depositor, as applicable, of
such provisions, but no other portion of the Loan Documents, to permit the Mortgage Loan Seller, the Depositor and their
affiliates to enforce such provisions for their respective benefits.


 


12.       REMIC
ADMINISTRATION


 


12.1.        REMIC
Administration. (a) The parties intend that the Trust REMIC shall constitute, and that the affairs of the Trust REMIC
shall be conducted so as to qualify it as, a REMIC, and the provisions hereof shall be interpreted consistently with this
intention.


 


(b)           The
Certificate Administrator shall make or cause to be made an election on behalf of the Trust REMIC to treat the segregated pool
of assets constituting the Trust REMIC as a REMIC under the Code. Each such election shall be made on IRS Form 1066 or other appropriate
federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are
issued.


 


(c)           The
Closing Date is hereby designated as the “Startup Day” of the Trust REMIC within the meaning of Section 860G(a)(9)
of the Code. The “latest possible maturity


 



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date” of the Regular Certificates for the purposes of Section 860G(a)(1)
of the Code is the date that is the Rated Final Distribution Date. 


 


(d)           The
Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall
timely sign) and file or cause to be filed with the IRS, on behalf of the Trust REMIC, an application for a taxpayer identification
number for the Trust REMIC on IRS Form SS-4 or obtain such number by other permissible means. Within thirty days of the Closing
Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be
required by the Code, the name, title and address of the Persons that Holders of the Certificates may contact for tax information
relating thereto (and the Certificate Administrator shall act as the representative of the Trust REMIC for this purpose), together
with such additional information as may be required by such Form, and shall update such information at the time or times and in
the manner required by the Code (and the Depositor agrees within ten (10) Business Days of the Closing Date to provide any information
reasonably requested by the Servicer or the Certificate Administrator and necessary to make such filing). The Certificate Administrator
shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled
to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however,
the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS
regulations.


 


(e)           The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the preparation,
filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business, but extraordinary
or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without
limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings with respect
to the Trust REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust Fund.


 


(f)            The
Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and local
income or franchise or other tax and information returns for the Trust REMIC as the direct representative for the Trust REMIC.
Except as provided in Section 12.1(e), the expenses of preparing and filing such returns shall be borne by the Certificate
Administrator. The Depositor shall provide on a timely basis to the Certificate Administrator or its designee such information
with respect to the Trust REMIC as is in its possession, and is reasonably requested by the Certificate Administrator to enable
it to perform its obligations under this subsection, and the Certificate Administrator shall be entitled to rely on such information
in the performance of its obligations hereunder.


 


(g)           The
Certificate Administrator shall perform on behalf of the Trust REMIC all reporting and other tax compliance duties that are the
responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the IRS or any state
or local taxing authority. Among its other duties, the Certificate Administrator shall provide (i) to the IRS or other Persons
(including, but not limited to, the transferor of a Class R


 



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Certificate to a Disqualified Organization or to an agent that has
acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of
any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to the Certificateholders such
information or reports as are required by the Code or REMIC Provisions. The Depositor shall provide on a timely basis (and in no
event later than 30 days after the Certificate Administrator’s request) to the Certificate Administrator or its designee
such information with respect to the Trust REMIC as is in its possession and is reasonably requested in writing by the Certificate
Administrator to enable it to perform its obligations under this subsection.


 


(h)           The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person, pursuant to
Treasury Regulations Section 1.860F-4(d), and the “partnership representative”, within the meaning of Code Section
6223 (to the extent such provision is applicable to the Trust REMIC), of the Trust REMIC. The duties of the Tax Matters Person
and “partnership representative” for the Trust REMIC are hereby delegated to the Certificate Administrator as agent
for the Tax Matters Person and “partnership representative”, and the Holders of the Class R Certificates, by acceptance
of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates, to such delegations
to the Certificate Administrator as their agent and attorney in fact.


 


(i)            The
Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their obligations
under this Agreement and the REMIC Provisions in a manner consistent with the status of the Trust REMIC as a REMIC.


 


(j)            The
Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any action
or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective duties
under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i) cause the Trust REMIC to fail to qualify
as a REMIC or (ii) unless permitted under Section 12.2(a), result in the imposition of a tax upon the Trust REMIC (including
but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
as defined in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC Event”)
unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the party
seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) with respect to such action
or (B) the Certificate Administrator and the Servicer have received an opinion (at the expense of the party seeking to take such
action or of the Trust Fund if taken for the benefit of the Certificateholders) to the effect that such action will not cause an
Adverse REMIC Event.


 


(k)           Any
and all federal, state and local taxes imposed on the Trust REMIC or its assets or transactions, including, without limitation,
“prohibited transaction” taxes as defined in Section 860F of the Code, and any tax on contributions imposed by Section
860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer, upon two (2) days prior written
notice, shall remit from the Collection Account to the Certificate Administrator the amount of any such tax that the Certificate
Administrator notifies the Servicer is due; provided, further, if such taxes shall have been imposed on account of
the willful misconduct, bad faith or


 



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negligence of any party hereto, or in connection with the breach of any representation or
warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)            The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on
a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein or in the Loan Documents (but
subject to Section 1.3), all amounts collected on the Mortgage Loan shall, for federal income tax purposes, be allocated
first to interest due and payable on the Mortgage Loan (including interest on overdue interest) other than Default Interest. The
books and records must be sufficient concerning the nature and amount of the investments of the Trust REMIC to show that the Trust
REMIC has complied with the REMIC Provisions.


 


(m)          None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which the
Trust REMIC will receive a fee or other compensation for services.


 


(n)           In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Regular Certificates
and the Class R Certificates, as applicable, and the projected cash flows on the Mortgage Loan. Thereafter, the Depositor, the
Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request therefor,
any such additional information or data that the Certificate Administrator may, from time to time, reasonably request in order
to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby directed
to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special Servicer in the
preparation of all federal, state or local income, franchise or other tax and information returns and reports for the Trust REMIC
to Certificateholders as required herein. The Depositor hereby indemnifies the Certificate Administrator for any losses, liabilities,
damages, claims or expenses of the Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator
pursuant to this Section 12.1 that result from any failure of the Depositor to provide or to cause to be provided, accurate
information or data to the Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator)
on a timely basis and such indemnifications shall survive the termination of this Agreement and the termination of the Certificate
Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than


 



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as a result
of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


(o)           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 Code Section 6221 (or successor
provisions) to the Trust REMIC and (ii) to avoid payment by the Trust REMIC under Code Section 6225 (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. A Holder of any Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 


12.2.        Foreclosed
Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Mortgaged Property
as Foreclosed Property and were to own and operate the Mortgaged Property in a manner consistent with the manner in which the
Mortgaged Property is currently owned and operated by the Loan Parties, through a Successor Property Manager, some portion or
all of the income derived in the Trust REMIC from such Foreclosed Property may be considered “net income from
foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax
rates.


 


In determining whether
to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these
circumstances into account and shall only acquire such Foreclosed Property if it determines, in its reasonable judgment (after,
consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method
of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real
Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after taking
into account any such taxes that might be imposed on the Trust REMIC, will exceed the likely recovery to the Trust Fund if the
Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund
acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would not be considered
an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace the Property Manager with a
Successor Property Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed
Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the
Special Servicer determines that it is in the best interests of Certificateholders on a net after-tax basis to operate the Foreclosed
Property in a manner such that the Trust REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure
property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income
and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure
Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account
pursuant to Section 3.4(c)(viii).


 


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 






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(i)            permit
the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed 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 the Foreclosed 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 improvements was completed before default on the Whole
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


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


 


(b)           The
Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for
its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf of
the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such
Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional
specified period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined
in Section 860F of the Code, nor cause the Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension
of time being an expense of the Trust Fund. If the Special Servicer, on behalf of the Trustee, has received (or has not been denied)
such Extension, then the Special Servicer, acting on behalf of the Trustee hereunder, shall continue to attempt to sell the Foreclosed
Property for its fair market value for such longer period as such Extension permits (the “Extended Period”).
If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on
behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer,
acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee
hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of
the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest bidder (which
may be the Special Servicer) in accordance with Accepted Servicing Practices. Subject to the foregoing, the Special Servicer will
generally be required to solicit offers for the Foreclosed Property so acquired in such a manner as will be reasonably likely to
realize a fair price for the Mortgaged Property.


 


(c)           Within
thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Mortgaged


 



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Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property,
(iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition
to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


12.3.        Prohibited
Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale or disposition
of the Mortgage Loan at a time when the Mortgage Loan is not the subject of a breach of a representation or is not in default
or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or
insolvency of the Trust REMIC or (ii) the termination of the Trust REMIC in a “qualified liquidation” as defined
in Section 860F(a)(4) of the Code), nor acquire any assets for the Trust REMIC (other than Foreclosed Property), nor sell or
dispose of any investments in the Collection Account or Distribution Account for gain, nor receive any amount representing a
fee or other compensation for services, nor accept any contributions to the Trust REMIC (other than a cash contribution
during the three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution or acceptance
will not (a) affect adversely the status of the Trust REMIC as a REMIC, or of the Certificates as representing regular
interests therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of
the assets transferred or assigned to the Trust REMIC (except pursuant to the provisions of this Agreement), or (d) cause the
Trust REMIC to be subject to a tax on “prohibited transactions” or “prohibited contributions”
pursuant to the REMIC Provisions.


 


12.4.        Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.


 


(a)           If
the Trust REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result
of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith
or negligent performance by the Certificate Administrator of its duties and obligations specifically set forth herein, or by reason
of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator
shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable
to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor
for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special
Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict
the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 


(b)           If
the Trust REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result
of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad faith
or negligent performance of the Servicer or the Special Servicer in the performance of its duties and obligations set forth herein,
or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunder,
the Servicer or the Special Servicer,


 



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as the case may be, shall indemnify the Trust Fund against any and all losses resulting therefrom;
provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable for any such losses
attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders of the Class R Certificates
nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor or the Holders of
the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing shall not
be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or in equity.


 


13.       EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1.        Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this
Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and
the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9,
the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other
performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange
Act and the Sarbanes-Oxley Act. 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 reasonable
requests made by any Other Depositor, in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB. In connection with the Wells Fargo Commercial Trust 2018-1745, Commercial Mortgage
Pass-Through Certificates, Series 2018-1745, and any Companion Loan Securities, each of the parties to this Agreement shall
cooperate fully with any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make
available to the Other Depositor, 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 available to it and necessary in
the reasonable good faith determination of any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to
permit any Other Depositor, to comply with the provisions of Regulation AB, together with such disclosures relating to the
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the
servicing of the Whole Loan, reasonably believed by any Other Depositor, in good faith 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 13.1, but in any event, shall, upon reasonable advance written request, provide information in
sufficient time to allow each Other Depositor to satisfy any related filing requirements. For purposes of this Article
13, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to
perform, such party hereunder shall not be required to bring any legal action against such third party in connection with
such obligation.


 


13.2.        Succession;
Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement), in connection with
the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such
Sub-Servicer is a “servicer” meeting the criteria contemplated by Item


 






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1108(a)(2) of Regulation AB) under this
Agreement by any Person (i) into which the Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Servicer and Special Servicer or any such Sub-Servicer, the Servicer or
Special Servicer, as applicable (depending on whether such succession involves it or one of its Sub-Servicers), shall provide
(other than in the case of a succession pursuant to an appointment under Section 7.1 or 7.2, in which case the
successor Servicer or successor Special Servicer, as applicable, shall provide) to any Other Depositor as to which the
applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or
appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or
confidentiality agreement (and as long as such notice is not given by a successor Servicer or successor Special Servicer
appointed under Section 7.1 or 7.2), and otherwise no later than one (1) Business Day after such effective date
of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to each such Other Depositor, all information relating to such
successor Servicer reasonably requested by any such Other Depositor 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).


 


(b)            For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the
Special Servicer, any Sub-Servicer, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b) and Section
13.2(c), a “Servicing Party”) is permitted to utilize one or more Subcontractors to perform certain of its
obligations hereunder. Such Servicing Party shall promptly upon written request provide to any Other Depositor as to which the
applicable Companion Loan is affected, a written description (in form and substance satisfactory to each such Other Depositor)
of the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicing Party during
the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria
will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing Party shall cause any Subcontractor
utilized by such Servicing Party that is determined to be a Servicing Function Participant to comply with the provisions of Section
13.8 and Section 13.9 of this Agreement to the same extent as if such Subcontractor were such Servicing Party. Such
Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit V,
shall use commercially reasonable efforts to obtain from such Sub-Servicer) 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
13.8 and Section 13.9 of this Agreement, in each case, as and when required to be delivered.


 


(c)            For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor, other than a Sub-Servicer set forth on Exhibit V, in connection with the performance
of any of its duties under this Agreement, such Servicing Party shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicing Party determines, pursuant to the preceding sentence, that


 



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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, and the engagement of such Sub-Servicer shall not be effective unless and until notice is given to any Other Depositor
as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement
(other than such agreements set forth on Exhibit V hereto) shall be effective until five (5) Business Days after such written
notice is received by each such Other Depositor. Such notice shall contain all information reasonably necessary, and in such form
as may be necessary, to enable each Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to
accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement
or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator,
the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10)
Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable
law or any applicable confidentiality agreement, no later than the time required under Section 13.6 of this Agreement) and
shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form and substance reasonably
satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing
Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


13.3.        Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable
efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with
each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements
under the Exchange Act.


 


13.4.        Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, within five (5) calendar days after the related Distribution Date (using commercially reasonable efforts), but in no
event later than noon (New York City time) on the sixth calendar day after the related Distribution Date, (i) the parties as
set forth on Exhibit R-1 to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party
and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting
purposes, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge thereof (other than
information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the


 



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in-house legal department of such party),
in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise
agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and
substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit R-1 to this
Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such
Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received,
include, an Additional Disclosure Notification in the form attached as Exhibit U to this Agreement. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit
R-1 to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-D Disclosure information.


 


13.5.        Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, no later than March 1, commencing in March 2019, (i) the parties listed on Exhibit R-1 to this Agreement shall be
required to provide (and with respect to any Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant (or, in the case of each Sub-Servicer set forth on Exhibit
V, shall use commercially reasonable efforts to cause such Sub-Servicer) to provide) to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting
purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other
than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in house legal department of such party),
in EDGAR compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed
upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and
substance of any Additional Form 10-K Disclosure described on Exhibit R-2 to this Agreement applicable to such party,
and (ii) the parties listed on Exhibit R-2 to this Agreement shall include with such Additional Form 10-K Disclosure
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit
V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent
required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
as Exhibit U to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit R-2 to this Agreement of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


13.6.        Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item
1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the
occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using
commercially reasonable


 



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efforts), but in no event later than the close of business (New York City time) on the second
Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit T to this Agreement
shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to cause such Servicing Function Participant to
provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other Exchange Act
Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in
EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed
upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K
Disclosure Information described on Exhibit T to this Agreement as applicable to such party, if applicable, and (ii)
the parties listed on Exhibit T to this Agreement shall include with such Form 8-K Disclosure Information
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit
V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent
required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
hereto as Exhibit U. The Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information.


 


13.7.        Annual
Compliance Statements. On or before March 1 of each year, commencing in 2019, each of the Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and 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 Applicable Servicing Criteria applicable to it), at its own expense, shall furnish (and each such party, (i)
with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit V with which it has entered
into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing
Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any
party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant
and each of the Servicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the
Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)),
the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating in form
and substance similar to the form attached hereto as Exhibit W, 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, as applicable, 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, as applicable, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such


 



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obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. For so long as any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor (and,
in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer,
as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant
with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the
Mortgage Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the
applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section 13.7
apply to each such Certifying Servicer that serviced the Mortgage Loan or a Companion Loan during the applicable period, whether
or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered.
Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged
Person by the Certificate Administrator by posting such Officer’s Certificate to the Certificate Administrator’s Website
pursuant to Section 8.14(b). Neither the Servicer nor the Special Servicer shall be required to furnish or cause the delivery
of any such Officer’s Certificate 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 Trust, 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 Trust for the preceding calendar year.


 


13.8.        Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing in 2019,
the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole
Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the
Certificate Administrator and 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 Applicable Servicing Criteria applicable to
it), each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant
that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with respect to
the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii)
with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause
such Servicing Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the
Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee,
the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report substantially in the form of Exhibit
X on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the
best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance
with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the


 



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 Applicable
Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance
of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof
and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public
Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the
Applicable Servicing Criteria as of and for such period. Neither the Servicer nor the Special Servicer shall be required to
furnish or cause the delivery of any such report on an assessment of compliance 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 Trust, the related Other
Depositor) that a report on Form 10-K is not required to be filed in respect of any Other Securitization Trust for the
preceding calendar year. Copies of all compliance reports delivered pursuant to this Section 13.8 shall be provided to
any Certificateholder, upon the written request therefor and submission of an Investor Certification in the form of Exhibit
K-1, by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review
each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance
with the Applicable Servicing Criteria.


 


(b)           On
the Closing Date, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator each acknowledge and agree
that Exhibit L to this Agreement sets forth the Applicable Servicing Criteria for such party.


 


(c)           No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall notify
the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of
each Servicing Function Participant utilized by it, in each case, and each such notice will specify what specific Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Servicer,
the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator submit their assessments pursuant to Section 13.8(a) of this Agreement, such parties,
as applicable, will also at such time include the assessment (and related attestation pursuant to Section 13.9) of each
Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31
of each calendar year.


 


(d)           In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party
shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth on Exhibit
V, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it to provide (and the
Servicer, the Special Servicer


 



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and the Certificate Administrator shall, with respect to any Servicing Function Participant that
resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual
assessment of compliance pursuant to this Section 13.8, coupled with an attestation as required in Section 13.9 in
respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to this Agreement or the period of
time that the Servicing Function Participant was subject to such other servicing agreement.


 


13.9.        Annual
Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2019, the
Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, the Certificate Administrator and 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 Applicable Servicing
Criteria applicable to it), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing
Function Participant that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing
relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function
Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to furnish) a registered public accounting firm (which
may also render other services to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Certificate Administrator (who shall post it to the Certificate
Administrator’s Website pursuant to Section 8.14(b)), the Depositor, the Companion Loan Holders (or, in the case
of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act
Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website
pursuant to Section 8.14(b)), to the effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance
with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an
opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated
in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with
the Applicable Servicing Criteria. 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 accountant’s attestation
report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of all
statements delivered pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate
Administrator posting such statement on the Certificate Administrator’s Website pursuant to Section 8.15(b).


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the
Servicer, the


 



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Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant, the Depositor
and each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator or
the Trustee as to the nature of any defaults by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan
or any Companion Loan, as the case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the
Certificate Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub-servicing agreement.


 


13.10.      Significant
Obligor. With respect to the Mortgaged Property and a Companion Loan, if the applicable Other Depositor has notified the
Servicer and 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 the applicable Other
Securitization Trust that includes such Companion Loan, to the extent that the 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 Borrower (in the case of the Whole Loan when it is not a Specially Serviced Whole
Loan) or the Special Servicer (in the case of the Whole Loan when it is a Specially Serviced Whole Loan), beginning with the
first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such
“significant obligor” for any calendar year, beginning for the calendar year following receipt of such notice
from the Other Depositor, as applicable, the 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,
such financial statements of the “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Servicer (or by the Special Servicer and
provided to the Servicer in the case of a Specially Serviced Whole Loan or Foreclosed Property) in accordance with
CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days 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 Borrower in such financial statements (or as reported by the Borrower to the Special Servicer and provided by
the Special Servicer to the Servicer in the case of a Specially Serviced Whole Loan or as reported by the Special Servicer
with respect to Foreclosed Property and provided by the Special Servicer to the Servicer).


 


If the Servicer does
not receive 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 Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other Securitization
Trust that includes the related Companion Loan (and shall cause


 



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each applicable sub-servicing agreement to require any related
Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Servicer (in the case of
the Whole Loan when it is not a Specially Serviced Whole Loan) or the Special Servicer (in the case of the Whole Loan when it is
a Specially Serviced Whole Loan) shall use efforts consistent with Accepted Servicing Practices (taking into account, in addition,
the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of
the Borrower under the Loan Documents.


 


The Servicer (in the
case of the Whole Loan when it is not a Specially Serviced Whole Loan) or the Special Servicer (in the case of the Whole Loan when
it is a Specially Serviced Whole Loan) shall (and shall cause each applicable sub-servicing agreement entered into after receipt
of written notice from the Other Depositor that such Companion Loan is a significant obligor to require any related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such
“significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph)
to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which
a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization Trust, 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 Trust. 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.


 


13.11.      Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee shall provide (and with
respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to
provide, or, if the Servicing Funding Participant is a Sub-Servicer set forth on Exhibit V, shall use commercially
reasonable efforts to cause to be provided) to the Person who signs the Sarbanes-Oxley Certification with respect to such
Other Securitization Trust (the “Certifying Person”) no later than March 1 of the year following the year
to which the Form 10-K of such Other Securitization Trust relates or, if March 1 is not a Business Day, on the immediately
following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit
Y-3, Exhibit Y-4 and Exhibit Y-5, as applicable, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the
Certifying Person, “Certification Parties”) can reasonably rely. 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 the Certifying Person pursuant to
this Section 13.11 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.


 


13.12.      Indemnification.
For so long as the Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless the
Depositor, each Other Depositor and any director or officer of the Depositor or any Other Depositor from and


 



     -228-


     


    

 


against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by such indemnified party arising out of (i) an actual breach by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, of its obligations to or for the benefit of the Companion
Loan Holders under this Article 13, (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance of such obligations or
(iii) delivery of any Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party.
The foregoing shall not be construed to diminish any other provisions regarding indemnification in this Agreement.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not
a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify
and hold harmless each Other Depositor and any director or officer of any Other Depositor 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 indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing agreement,
(ii) negligence, bad faith or willful misconduct its part in the performance of such obligations, (iii) any failure by a Servicing
Party (as defined in Section 13.2(b)) to identify a Servicing Function Participant pursuant to Section 13.2(b) or
(iv) delivery of any Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party.


 


If the indemnification
provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor,
any Other Depositor or any director or officer of the Depositor or any Other Depositor, then the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party
on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 13.7, 13.8, 13.9 and 13.11 (or breach of its obligations under the applicable sub-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 Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not
a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree
to the foregoing indemnification and contribution obligations. This Section 13.12 shall survive the termination of this
Agreement or the earlier resignation or removal of the Servicer, the Special Servicer or the Certificate Administrator.


 






     -229-


     


    

 


 


13.13.      Amendments.
This Article 13 may be amended by the parties hereto pursuant to Section 11.1 of this Agreement for purposes of
complying with Regulation AB, the Act or the Exchange Act 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 Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in
this Agreement.


 


13.14.      Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor or
any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate
Administrator fails to comply with any of its obligations under this Article 13; provided that such termination
shall not be effective until a successor Certificate Administrator shall have accepted the appointment.


 


13.15.      Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a) Any other provision of this Article
13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article
13, in connection with the requirements contained in this Article 13 that provide for the delivery of information
and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other
Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items to or
cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange Act
Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days’ written
notice (which shall only be required to be delivered once and each party shall be entitled to rely on such notice), setting
forth the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section
13.7, Section 13.8 and Section 13.9 of this Agreement, stating that such Other Securitization Trust is
subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other
items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act
reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single
written notice to such effect. Any reasonable cost and expense of the Servicer, Special Servicer, Trustee and Certificate
Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization
Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other
Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other
Securitization Trust as to whether applicable law requires the delivery of the items identified in this Article 13 to
such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the
reports or other information required to be delivered under this Article 13 in connection therewith and (i) upon such
confirmation, the parties shall comply with the deadlines for delivery set forth in this Article 13 with respect to
such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver
such items; provided that no such confirmation shall be required in connection with any delivery of the
items contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement. Such confirmation
shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust
provides a written statement to the effect that the Other Securitization Trust


 



     -230-


     


    

 


is subject to the reporting requirements of
the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the
right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act
Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization
Trust.


 


(b)       Each
of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request
given in accordance with the terms of Section 13.15(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion
Loan Holders to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, at the reasonable cost of the Other Depositor)
for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)       The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 13.15(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or
caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any securitization transaction
that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the
updated description referred in Section 13.15(b) with respect to such party, substantially identical to those, if any, delivered
by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the Offering Circular and/or any other disclosure materials relating
to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
or their respective legal counsel, as the case may be, and sufficient to comply with Regulation AB). None of the Servicer, the
Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the
securitization of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day
and year first above written.





	 	 	 
	 	WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor
	 	 	 
	 	By:	/s/ Lee Green
	 	 	Name: Lee Green
	 	 	Title: Managing Director
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Servicer
	 	 	 
	 	By:	/s/ Mary Kate Walker
	 	 	Name: Mary Kate Walker
	 	 	Title: Vice President
	 	 	 
	 	AEGON
    USA REALITY ADVISORS, LLC, as Special Servicer
	 	 	 
	 	By:	/s/ GREG
    DRYDEN
	 	 	Name: GREG
    DRYDEN
	 	 	Title: Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Anna M. Lopez
	 	 	Name: Anna M. Lopez
	 	 	Title: Vice President






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	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President


 


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	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 


On
this 2 day of July, 2018, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and
sworn, personally appeared Lee Green, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he
resides at 375 Park Avenue, 2nd &, New York, NY 10152; that s/he is the Managing Director of Wells Fargo Commercial
Mortgage Securities, Inc., a North Carolina corporation, the entity described in and that executed the foregoing instrument as
Managing Director of such corporation; and that s/he signed her/his name thereto under authority of said entity and on behalf
of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/ Dayna M. Delville
	 	Notary
    Public in and for the 
	DAYNA M. DEVILLE	State of New York
	NOTARY PUBLIC
    OF NEW YORK

    NEW YORK COUNTY

    LIC. #01DE6235170	 
	[SEAL]	
	 	 
	My Commission expires:	 
	February
    07, 2019	 


 


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	STATE OF NORTH CAROLINA	)	 
	 	)	ss:
	COUNTY OF MECKLENBURG	)	 





 


On
this 2 day of July 2018, before me, the undersigned, a Notary Public in and for the State of North Carolina, duly commissioned
and sworn, personally appeared MaryKate Walker, to me known who, by me duly sworn, did depose and acknowledge before me and say
that she has offices in North Carolina and that she is a Vice President of Wells Fargo Bank, National Association, a national
banking association, the entity described in and that executed the foregoing instrument; and that she signed her name thereto
under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/ Erica L. Smith
	 	Notary
    Public in and for the 
	ERICA L. SMITH	State of NC
	Notary Public

    Mecklenburg County, NC
 My Commission Expires: 07-20-2022	 
	[SEAL]	
	 	 
	My Commission expires:	 
	 	 


 


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	STATE OF IOWA	)	 
	 	)	ss:
	COUNTY OF LINN	)	 





 


On
this 21st day of June 2018, before me, the undersigned, a Notary Public in and for the State of Iowa, duly commissioned
and sworn, personally appeared Greg Dryden, to me known who, by me duly sworn, did depose and acknowledge before me and say that
s/he has offices at Cedar Rapids, Iowa and that s/he is the Vice President of AEGON USA Realty Advisors, LLC, the entity described
in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors
of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/ Rebecca Johnson
	 	NOTARY
    PUBLIC in and for the 
	 	State of Iowa
	 	 
	 	REBECCA JOHNSON
	[SEAL]	NOTARIAL SEAL
	 	Commission Number
    782312
	My Commission expires:	 My Commission
    Expires
	 	 01.23.2020
	 01.23.2020	


  


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	STATE OF MARYLAND	)	 
	 	)	ss:
	COUNTY OF HOWARD	)	 





 


On
this 21st day of June 2018, before me, the undersigned, a Notary Public in and for the State of Maryland, duly commissioned and
sworn, personally appeared Anna M. Lopez, to me known who, by me duly sworn, did depose and acknowledge before me and say that
s/he is the Vice President of Wells Fargo Bank, National Association, a national banking association, the entity described in and
that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors of
said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Andrew Crews
	 	NOTARY
    PUBLIC in and for the 
	 	State of Maryland 
	 	 
	 	Andrew Crews
	 	Notary Public
	 	Cecil County, MD
	 	 My Commission
    Expires: October 27,2021


 


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	STATE OF DELAWARE 	)	 
	 	)	ss:
	COUNTY OF NEW CASTLE	)	 





 





On
this 21st day of June 2018, before me, the undersigned, a Notary Public
in and for the State of Delaware, duly commissioned and sworn, personally appeared Beverly D. Capers, to me known who, by me duly
sworn, did depose and acknowledge before me and say that s/he has offices at 1100 North Market Street Wilmington DE 19890 and
that s/he is the Assistant Vice President of Wilmington Trust, National Association, a national banking association, the entity
described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board
of directors of said entity and on behalf of such entity.


 







WITNESS my hand and seal hereto affixed the day and year first
above written.


 





	 	/s/ Edgar Perez
	 	NOTARY PUBLIC in and
    for the
	 	State of Delaware
	 	 
	[SEAL]	Edgar Perez
	 	Notary Public
	My Commission expires:	 State of Delaware
	  	My Commission Expires: 08-05-2020


 


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EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 









 





		1	Temporary
                                         Regulation S Global Certificate legend.





 


		2	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
                                         Certificate legend.




 






    Exhibit A-1-1


    


    

 


CUSTODIAN,
THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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 NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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 TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS


 






    Exhibit A-1-2


    


    

 


DEFINED
IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION,
HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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


 









    Exhibit A-1-3


    


    

 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-1745

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-1745, CLASS A


 


	Pass-Through
    Rate: WAC Rate4	 	 
	 	 	 
	First Distribution
    Date: August 16, 2018	 	 
	 	 	 
	Aggregate
                                         Initial Certificate Balance of the

                                Class
                                A Certificates: $116,000,000
	 	Rated Final
    Distribution Date:

    June 2036
	 	 	 
	CUSIP:
        94990DAA4

        ISIN: US94990DAA46 

        Common
        Code: [__] 
	 	Initial Certificate
    Balance of this

    Certificate: $116,000,000
	 	 	 
	CUSIP:
        94990DAB2

        ISIN: US94990DAB29 

        Common
        Code: [__]

         

        CUSIP:
        U95038AA0

        ISIN: USU95038AA07 

         

        No.:
        A- [1] 
	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of four promissory
notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class
C, Class D and Class R Certificates and RR Interest (collectively with the Class A Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of July 2, 2018
(the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust,


 





 






 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.87365%




 






    Exhibit A-1-4


    


    

 


National
Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in August 2018 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
A Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of
such Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first
class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at
least five Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like
manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to
Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the


 






    Exhibit A-1-5


    


    

 


Certificate
Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any
manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement without
the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting
the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause the Trust REMIC
to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file
final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan
(including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of
St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-1-6


    


    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer










  




    Exhibit A-1-7


    


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 






	Date
    of Exchange or Payment of Principal	 	Certificate
    Balance Prior to Exchange or Payment	 	Certificate
    Balance Exchanged or Principal Payment Made	 	Type
    of Certificate Exchanged for	 	Remaining
    Certificate Balance Following Such Exchange or Payment	 	Notation
    Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 



    Exhibit A-1-8


    


    

  


ASSIGNMENT


 


FOR
                                         VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s)
                                         and transfer(s) unto __________________________ __________________________________________
                                         (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
                                         (“Assignee(s)”) the entire Percentage Interest represented by the
                                         within Certificate and hereby authorize(s) the registration of transfer of such interest
                                         to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________















 




    Exhibit A-1-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer
    Identification Number:


















 




    Exhibit A-1-10


    


    

 


EXHIBIT
A-2


 


FORM
OF CLASS B CERTIFICATES


 


CLASS
B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.


  


		2	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 







    Exhibit A-2-1


    


    

 


CUSTODIAN,
THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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 NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CLASS B CERTIFICATE IS SUBORDINATED TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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,


 






    Exhibit A-2-2


    


    

 


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 TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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


 




    Exhibit A-2-3


    


    

 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-1745

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-1745, CLASS B


 


	Pass-Through
    Rate: WAC Rate4	 	 
	 	 	 
	First Distribution
    Date: August 16, 2018	 	 
	 	 	 
	Aggregate
                                         Initial Certificate Balance of the

        Class
        B Certificates: $25,800,000
	 	Rated Final
    Distribution Date:

    June 2036
	 	 	 
	CUSIP:
        94990DAE6

        ISIN: US94990DAE67 

        Common
        Code: [__] 
	 	Initial Certificate
    Balance of this

    Certificate: $25,800,000
	 	 	 
	CUSIP:
        94990DAF3

        ISIN: US94990DAF33 

        Common
        Code: [__]

         

        CUSIP:
        U95038AC6

        ISIN: USU95038AC62 

         

        No.:
        B-[1] 
	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of four promissory
notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, ,Class
C, Class D and Class R Certificates and RR Interest (collectively with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of July 2, 2018
(the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust,


 





 






 


 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.87365%




 






    Exhibit A-2-4


    


    

 


National
Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement. 


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in August 2018 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of
such Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first
class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at
least five Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like
manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to
Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the


 






    Exhibit A-2-5


    


    

 


Certificate
Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any
manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement without
the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting
the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause the Trust REMIC
to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file
final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan
(including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of
St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-2-6


    


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 




    Exhibit A-2-7


    


    

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of Exchange or Payment of Principal	 	Certificate
    Balance Prior to Exchange or Payment	 	Certificate
    Balance Exchanged or Principal Payment Made	 	Type
    of Certificate Exchanged for	 	Remaining
    Certificate Balance Following Such Exchange or Payment	 	Notation
    Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-2-8


    


    







 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________







 




    Exhibit A-2-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer
    Identification Number:







  




    Exhibit A-2-10


    


    

 


EXHIBIT
A-3


 


FORM
OF CLASS C CERTIFICATES


 


CLASS
C


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 

 


 






		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 





    Exhibit A-3-1


    


    

 


CUSTODIAN,
THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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 NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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,


 






    Exhibit A-3-2


    


    

 


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 TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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


 




    Exhibit A-3-3


    


    

 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-1745

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-1745, CLASS C


 


	Pass-Through
    Rate: WAC Rate4	 	 
	 	 	 
	First Distribution
    Date: August 16, 2018	 	 
	 	 	 
	Aggregate
                                         Initial Certificate Balance of the

        Class
        C Certificates: $19,300,000
	 	Rated Final
    Distribution Date:

    June 2036
	 	 	 
	CUSIP:
        94990DAG1

        ISIN: US94990DAG16 

        Common
        Code: [__] 
	 	Initial Certificate
    Balance of this

    Certificate: $19,300,000
	 	 	 
	CUSIP:
        94990DAH9

        ISIN: US94990DAH98 

        Common
        Code: [__]

         

        CUSIP:
        U95038AD4

        ISIN: USU95038AD46 

         

        No.:
        C-[1] 
	 	 
	 	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of four promissory
notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
B, Class D and Class R Certificates and RR Interest (collectively with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of July 2, 2018
(the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust,


 





 





 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.87365%



 






    Exhibit A-3-4


    


    

 


National
Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in August 2018 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the


 






    Exhibit A-3-5


    


    

 


Certificate
Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any
manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement without
the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting
the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause the Trust REMIC
to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file
final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan
(including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of
St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-3-6


    


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer











 




    Exhibit A-3-7


    


    

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of Exchange or Payment of Principal	 	Certificate
    Balance Prior to Exchange or Payment	 	Certificate
    Balance Exchanged or Principal Payment Made	 	Type
    of Certificate Exchanged for	 	Remaining
    Certificate Balance Following Such Exchange or Payment	 	Notation
    Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit A-3-8


    


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________







    Exhibit A-3-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer
    Identification Number:







 




    Exhibit A-3-10


    


    

 


EXHIBIT
A-4


 


FORM
OF CLASS D CERTIFICATES


 


CLASS
D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 






		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 






    Exhibit A-4-1


    


    

 


CUSTODIAN,
THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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 NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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,


 






    Exhibit A-4-2


    


    

 


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 TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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


 




    Exhibit A-4-3


    


    

 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-1745

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-1745, CLASS D


 


	Pass-Through
    Rate: WAC Rate4	 	 
	 	 	 
	First Distribution
    Date: August 16, 2018	 	 
	 	 	 
	Aggregate
                                         Initial Certificate Balance of the

        Class
        D Certificates: $5,150,000
	 	Rated Final
    Distribution Date:

    June 2036
	 	 	 
	CUSIP:
        94990DAJ5

        ISIN: US94990DAJ54 

        Common
        Code: [__] 
	 	Initial Certificate
    Balance of this

    Certificate: $5,150,000
	 	 	 
	CUSIP:
        94990DAK2

        ISIN: US94990DAK28 

        Common
        Code: [__]

         

        CUSIP:
        U95038AE2

        ISIN: USU95038AE29 

         

        No.:
        D-[1] 
	 	 
	 	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of four promissory
notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
B, Class C and Class R Certificates and RR Interest (collectively with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of July 2, 2018
(the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust,


 





 





 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.87365%




 





    Exhibit A-4-4


    


    

 


National
Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in August 2018 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the


 






    Exhibit A-4-5


    


    

 


Certificate
Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any
manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement without
the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting
the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause the Trust REMIC
to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file
final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan
(including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of
St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-4-6


    


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer





 




    Exhibit A-4-7


    


    

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of Exchange or Payment of Principal	 	Certificate
    Balance Prior to Exchange or Payment	 	Certificate
    Balance Exchanged or Principal Payment Made	 	Type
    of Certificate Exchanged for	 	Remaining
    Certificate Balance Following Such Exchange or Payment	 	Notation
    Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 




    Exhibit A-4-8


    


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________




 




    Exhibit A-4-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer
    Identification Number:




  




    Exhibit A-4-10


    


    

 


EXHIBIT
A-5


 


FORM
OF RR INTEREST


 


RR
INTEREST


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.
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 THE TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH
SECTION 5.3(n)(v) OF THE TRUST AND SERVICING AGREEMENT.


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RESTRICTION PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



 





    Exhibit A-6-1


    


    

 


CUSTODIAN,
THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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 NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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 TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS


 






    Exhibit A-6-2


    


    

 


DEFINED
IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION,
HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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


 




    Exhibit A-6-3


    


    

 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-1745

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-1745, RR INTEREST


 


	Pass-Through
                                         Rate: N/A

                           The
                           RR Interest will not have a Pass-Through Rate, but will be entitled to interest on any Distribution
                           Date equal to the weighted average of the Net Component Rates for the related Distribution Date.
	 	 
	 	 	 
	First Distribution
    Date: August 16, 2018	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the RR Interest: $8,750,000	 	Rated Final
    Distribution Date: NA
	 	 	 
	CUSIP:
        N/A

        ISIN: N/A 

        Common
        Code: N/A 
	 	Initial Certificate
    Balance of this

    Interest: $8,750,000
	 	 	 
	No.:
        RR-[1]

        
	 	 
	 	 	 


This
certifies that Wells Fargo Bank, National Association is the registered owner of the Percentage Interest evidenced by this Certificate
in the distributions to be made from the Trust Fund with respect to the RR Interest. The Trust Fund consists primarily of one
promissory note secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class B, Class C, Class D and Class R Certificates (collectively with the RR Interest, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of July 2, 2018
(the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date,


 






    Exhibit A-6-4


    


    

 


commencing
in August 2018 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered
as of the related Record Date, which will be the close of business on the last Business Day of the calendar month preceding the
month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable
and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the RR Interest for such Distribution Date,
all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of
such Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least
five Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to
Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 






    Exhibit A-6-5


    


    

 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any
manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement without
the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting
the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause the Trust REMIC
to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file
final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan
(including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of
St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-6-6


    


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


This
is one of the  RR  Interest referred to in the Trust and Servicing Agreement.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer



 






    Exhibit A-6-7


    


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of Exchange or Payment of Principal	 	Certificate
    Balance Prior to Exchange or Payment	 	Certificate
    Balance Exchanged or Principal Payment Made	 	Type
    of Certificate Exchanged for	 	Remaining
    Certificate Balance Following Such Exchange or Payment	 	Notation
    Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 




    Exhibit A-6-8


    


    







 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


  




    Exhibit A-6-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer
    Identification Number:





 




    Exhibit A-6-10


    


    

 


EXHIBIT
A-6


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE
RETAINING SPONSOR, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOAN 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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 NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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,


 






    Exhibit A-7-1


    


    

 


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 TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 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. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TRUST AND
SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE
EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
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. BECAUSE THIS CERTIFICATE REPRESENTS A “NON-ECONOMIC RESIDUAL INTEREST”, AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN
ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED,
AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM
PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    Exhibit A-7-2


    


    

 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-1745

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2018-1745, CLASS R


 


	Pass-Through
    Rate: N/A	 	 
	 	 	 
	First Distribution
    Date: N/A	 	 
	 	 	 
	Percentage
        Interest of the Class R

        Certificates:
        100%

         

        CUSIP:
        94990DAL0

        ISIN: US94990DAL01

        Common Code: [__]

         
	 	Rated Final
    Distribution Date: N/A
	CUSIP:
        94990DAM8

        ISIN: US94990DAM83 

        Common
        Code: [__]

         

        CUSIP:
        U95038AF9

        ISIN: USU95038AF93 
	 	 
	 	 	 
	

    No.: R-[1]	 	 


This
certifies that Hare & Co., LLC is the registered owner of the percentage interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of four promissory
notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
B, Class C and Class D Certificates and the RR Interest (collectively with the Class R Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of July 2, 2018
(the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 






    Exhibit A-7-3


    


    

 


Pursuant
to the terms of the Trust and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Note,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee,


 






    Exhibit A-7-4


    


    

 


without
the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject
to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee with the written
consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates
adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders. In addition,
no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving
in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will not result in
the imposition of federal income tax on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file
final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan
(including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of
St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 


The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person, pursuant to
Treasury Regulations Section 1.860F-4(d) and the “partnership representative” within the meaning of Section 6223 of
the Code (to the extent such provision is applicable to the Trust REMIC) for the Trust REMIC. The duties of the Tax Matters Person
and the “partnership representative” for the Trust REMIC are delegated to


 






    Exhibit A-7-5


    


    

 


the
Certificate Administrator pursuant to the Trust and Servicing Agreement, as agent for the Tax Matters Person and the “partnership
representative”, and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves
and all successor holders of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney
in fact.


 


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 of a Residual
Ownership Interest 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 J-1 to the Trust and Servicing Agreement (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that
(1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the
proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur 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. Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the
provisions of Section 5.3(n) of the Trust and Servicing Agreement


 






    Exhibit A-7-6


    


    

 


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 J-2 to the Trust and Servicing Agreement (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 the 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, 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 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS 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, such Persons shall in no event be excused
from furnishing such information.


 


(iv)       The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs


 




    Exhibit A-7-7


    


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
July 2, 2018


 





	 	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer





 




    Exhibit A-7-8


    


    

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this Rule 144A Definitive Certificate have been made:


 





	Date
    of Exchange or Payment of Principal	 	Certificate
    Balance Prior to Exchange or Payment	 	Certificate
    Balance Exchanged or Principal Payment Made	 	Type
    of Certificate Exchanged for	 	Remaining
    Certificate Balance Following Such Exchange or Payment	 	Notation
    Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit A-7-9


    


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________







 




    Exhibit A-7-10


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer
    Identification Number







 





    Exhibit A-7-11


    


    





 





EXHIBIT B


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	 	 
	 	Name of Mortgagor:	
 


	 	 	 
	 	[Servicer] [Special Servicer] Loan No.:	
 


	 
	Custodian
	 	 	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention:  Document Custody Group (CMBS) – WFCM 2018-1745
	 	 	 
	 	Custodian/Certificate 

Administrator  

Mortgage File No.:	
 


	 
	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	 	 
	 	Address:	
        375 Park Avenue,
2nd Floor, New York, New York 10152, Attention: A.J. Sfarra

	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”),
for the Holders of Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745,
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 Trust and Servicing Agreement dated as of July 2, 2018, by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee (the “Trust and Servicing Agreement”).


 






    Exhibit B-1


     


    

 


	( )	Note dated May 24, 2018, in the original principal
sum of $50,000,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


	( ) 	Note dated May 24, 2018, in the original principal
sum of $50,000,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


	( ) 	Note dated May 24, 2018, in the original principal
sum of $50,000,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


	( ) 	Note dated May 24, 2018, in the original principal
sum of $25,000,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


	( ) 	Mortgage(s) recorded on ____________ as instrument
no. ________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.



 


	( ) 	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


	( ) 	Deed to Secure Debt recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


	( ) 	Other documents, including any amendments, assignments
or other assumptions of the Note or Mortgages.



 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 


 


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[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 Trust and Servicing Agreement.


 


(2)          The
[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 [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
Trust and Servicing Agreement.


 






    Exhibit B-2


     


    

 


(3)          The
[Servicer] [Special Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists,
unless the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)          The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in
the [Servicer’s] [Special Servicer’s] possession, custody or control.


 





	 	[Servicer][Special
Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


	 	Acknowledged
and agreed:
	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Date: _________


 




    Exhibit B-3


     


    

 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Global 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 Global 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 Trust 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 C-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 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 Servicer, the
Special Servicer and the Initial Purchaser.


 


	 	[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 C-2


     


    

 


EXHIBIT D


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__] 	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Global 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 Global 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 Trust and Servicing Agreement and, with respect to transfers made in
reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit D-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 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 Servicer, the
Special Servicer and the Initial Purchaser.


 





	 	[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 D-2


     


    

 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Global 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 Global Certificate of such Class
(CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 



 


		*	Select appropriate depository.



 



    Exhibit E-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc:  Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit E-2


     


    

 


EXHIBIT F


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Trust and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 





 



 


		*	Select, as applicable.



 



    Exhibit F-1


     


    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Initial Purchaser.





	 	 	 
	 	Dated:______________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


  




    Exhibit F-2


     


    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] 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 Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code No. [______]) 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 Trust 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 G-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 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchaser.


 





	 	[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 G-2


     


    

 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] 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 Global 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 Trust and Servicing Agreement and, with respect to transfers made in
reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit H-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 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchaser.


 





	 	[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 H-2


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON
USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] 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 Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 



    Exhibit I-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc:  Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit I-2


     


    

 


EXHIBIT
J-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through
Certificates, Series 2018-1745, (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement, dated as of July 2, 2018 (the “Trust and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and
Wilmington Trust, National Association, as Trustee.



 





 



 





	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 the real estate mortgage investment
conduit (the “Trust REMIC”), relating to the Certificates for which an election is to be made under Section 860E
of the Internal Revenue Code of 1986 (the “Code”).


 


3.            The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: (a) the United States, a State, or any agency
or instrumentality of any of


 



    Exhibit J-1-1


     


    

 


the foregoing (other than an instrumentality that is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a
foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 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), (d) rural electric and telephone cooperatives
described in Section 1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator based
upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State”
and “International Organization” 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 “United States person” as defined
in Section 7701(a) of the Code and the regulations promulgated thereunder (the Purchaser’s U.S. taxpayer identification
number is [______]). The Purchaser is not classified as a partnership under the Code (or, if so classified, all of its beneficial
owners are United States persons).


 


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.            The
Purchaser is a Permitted Transferee.


 


9.            Check
the applicable paragraph:


 


☐           The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the REMIC generates losses.


 






    Exhibit J-1-2


     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐           The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None of the
above.


 


10.          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.


 


11.          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.


 


12.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit J-1-3


     


    

 


13.          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.


 


14.          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.


 


15.          The
Purchaser is a QIB purchasing for its own account, or a Person purchasing for the account of another QIB.


 


16.          The
Purchaser has reviewed the provisions of Section 5.3 of the Trust 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.


 


17.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of the Trust REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust 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:


 


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.


 






    Exhibit J-1-4


     


    

 





	 	 	 
	 	NOTARY PUBLIC
    in and for the
	 	      State
    of _______________
	 	 
	                                                     [SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 


  




    Exhibit J-1-5


     


    

 


EXHIBIT J-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo
Bank, National Association


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention:
CMBS – WFCM 2018-1745


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-1745

Commercial Mortgage Pass-Through Certificates, Series 2018-1745

(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 Trust and Servicing
Agreement, dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-1. The Transferor does not know or believe that any representation contained therein
is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be


 



    Exhibit J-2-1


     


    

 


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 J-2-2


     


    

 


EXHIBIT J-3


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells Fargo
Bank, National Association,


as Certificate
Registrar


MAC N9300-070


600 South
Fourth Street, 7th Floor


Minneapolis,
Minnesota 55479


Attention: CMBS – WFCM 2018-1745


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


9062 Old Annapolis Road

Columbia, MD 21045

Attention:  CMBS – WFCM 2018-1745


 


[Transferor]


[______]


[______]


 


Attention: [______]


 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745	 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [[$__] Initial Certificate Balance] [[__]% Percentage Interest] in the Wells
Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745, Class [__] Certificates
(the “Certificate”) issued pursuant to that certain Trust and Servicing Agreement dated as of July 2, 2018 (the
“Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


In connection with such transfer, the undersigned
hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become (a) an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law
that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar


 



    Exhibit J-3-1


     


    

 


Law”) (each,
a “Plan”), or (b) any person acting on behalf of any such Plan or using the assets of a Plan to purchase such
Certificate.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit J-3-2


     


    

 


EXHIBIT
J-4


 


Form
of Transferee CERTIFICATE FOR TRANSFERs 

OF THE Risk retAINED Certificates 


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Registrar


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody – WFCM 2018-1745


Email: RiskRetentionCustody@wellsfargo.com


 


[HOLDER OF THE RISK RETAINED CERTIFICATES]


 


Wells Fargo Commercial Mortgage
Securities, Inc.


375 Park Avenue, 2nd Floor


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through
Certificates, Series 2018-1745 (the “Certificates”) issued pursuant to the Trust and Servicing Agreement (the
“Trust and Servicing Agreement”), dated as of July 2, 2018, by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the RR Interest, which are Risk Retained
Certificates, from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Risk
Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar,
among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will
not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.



 






    Exhibit J-4-1


     


    

 


		3.	In the case of any transfer of a Certificate evidencing a Risk Retention Certificate to (i) an
ERISA Plan relying on PTE 96-22, as amended by PTE 2008-13 (a) all of the conditions of PTE 96-22, as amended by PTE 2008-13, will
be satisfied with respect to the acquisition of such Certificate and (b) the acquisition of such Certificate will be effected through
WFS or an affiliate thereof.



 


		4.	Check one of the following:



 


☐           The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in Regulation RR or the Depositor that the transfer will occur during the Risk Retention Period and that the transfer will
comply with all applicable requirements of Regulation RR.


 


☐           The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in Regulation RR or as Depositor, that the transfer will occur after the termination of the after the Risk Retention
Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust 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:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Retaining Sponsor

	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 




    Exhibit J-4-2


     


    

 


EXHIBIT
J-5


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER


OF Risk RetAInED certificates 


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Registrar


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody – WFCM 2018-1745


Email: RiskRetentionCustody@wellsfargo.com


 


[HOLDER OF THE RISK RETAINED CERTIFICATES]


 


Wells Fargo Commercial Mortgage
Securities, Inc.


375 Park Avenue, 2nd Floor


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-1745

Commercial Mortgage Pass-Through Certificates, Series 2018-1745

(the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the RR Interest, which are Risk Retained Certificates. The Certificates were issued pursuant to the Trust and Servicing
Agreement, dated as of July 2, 2018 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with Sections 5.1, 5.2 and 5.3 of the Trust and Servicing Agreement.



 


		2.	The Transferor has provided notice to the Depositor of the transfer no later than ten (10) days
prior to the occurrence of the transfer.



 


		3.	In the case of any transfer of a Certificate evidencing a Risk Retention Certificate to (i) an
ERISA Plan relying on PTE 96-22, as amended by PTE 2008-13 (a) all of the 



 






    Exhibit J-5-1


     


    

 


conditions of PTE 96-22, as amended by PTE 2008-13, will
be satisfied with respect to the acquisition of such Certificate and (b) the acquisition of such Certificate will be effected through
WFS or an affiliate thereof.


 


		4.	Check one of the following:



 


☐           The
Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in Regulation RR or the Depositor that the transfer will occur during the Transfer Restriction Period and that the transfer
will comply with all applicable requirements of Regulation RR.


 


☐           The
Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will occur after
the termination of the Transfer Restriction Period.


 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Trust and Servicing Agreement as Exhibit J-4. 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:


 





	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Retaining Sponsor

	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 




    Exhibit J-5-2


     


    

 


EXHIBIT J-6


 


FORM OF REQUEST OF RETAINING SPONSOR
CONSENT FOR RELEASE OF THE RR INTEREST


 


[Date]


 


[TO BE SENT CONTEMPORANEOUSLY BY ELECTRONIC
MAIL BY THE HOLDER OF THE RR INTEREST TO THE RETAINING SPONSOR AND THE CERTIFICATE ADMINISTRATOR]


 


Wells Fargo Commercial Mortgage Securities,
Inc.


375 Park Avenue, 2nd Floor


New York, New York 10152


Attention: A.J. Sfarra


Facsimile: (212) 214-8970


 


with a copy to:


 


Jeff D. Blake, Esq.


Wells Fargo Law Department, D1053-300 


301 South College St.


Charlotte, North Carolina 28288


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody –
Wells Fargo Commercial Mortgage Trust 2018-1745


Email: RiskRetentionCustody@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-1745

Commercial Mortgage Pass-Through Certificates, Series 2018-1745

(the “Certificates”) 



 


Ladies and Gentlemen:


 


This is being delivered
in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the RR Interest
from the RR Interest Safekeeping Account.


 


The Certificates were
issued pursuant to the Trust and Servicing Agreement, dated as of July 2, 2018 (the “Trust and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and
Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Trust and Servicing Agreement.


 






    Exhibit J-6-1


     


    

 


The RR Interest Owner
hereby requests the Retaining Sponsor’s written consent to the Release.


 


The contact information of the
Certificate Administrator is:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Wells Fargo Commercial Mortgage Trust 2018-1745

Email: RiskRetentionCustody@wellsfargo.com


 


	 	Sincerely,
	 	 
	 	[HOLDER OF THE RR INTEREST CERTIFICATES]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 





	CONSENT TO RELEASE:	 
	 	 
	RETAINING SPONSOR	 
	 	 
	By:	 
	Name:	 
	Title:	 
	Email:	 



  




    Exhibit J-6-2


     


    

 


EXHIBIT K-1


 


FORM OF INVESTOR CERTIFICATION


 


For


 


NON-BORROWER AFFILIATES


 


[Date]


 


Wells Fargo Commercial Mortgage Securities, Inc.


375 Park Avenue, 2nd Floor


New York, New York 10152


Attention: A.J. Sfarra


 


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attn:  Corporate Trust Services – CMBS – WFCM 2018-1745


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon St., 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2018-1745 Asset Manager 


 


		Attention:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745	 



 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of July 2, 2018 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator (the “Certificate Administrator”), and Wilmington
Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates, the Directing Certificateholder
or a holder of any Companion Loan (or any Companion Loan Security).


 


2.          The
undersigned is not a Borrower Affiliate, a Manager, or an agent or an Affiliate of any of the foregoing.


 






    Exhibit K-1-1


     


    

 


3.          The
undersigned is requesting access pursuant to the 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 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 Certificate Administrator, 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.


 


 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.


 


4.          The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer 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.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.





	 	 	 	 	 	 	 	 
	 	[Certificateholder][Beneficial
	 	Owner][Prospective Purchaser][Companion
	 	Loan Holder][Directing Certificateholder]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 



 






    Exhibit K-1-2


     


    

 





	 	Company:	 



 


	 	Phone:	 



 




    Exhibit K-1-3


     


    

 



 


EXHIBIT K-2



FORM OF INVESTOR CERTIFICATION


 


For


 


BORROWER AFFILIATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention:  CMBS – WFCM 2018-1745


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon St., 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: WFCM 2018-1745 Asset Manager






 


	Attention:	Wells Fargo
                                         Commercial Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745	 



 


In accordance with the requirements
for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing Agreement, dated
as of July 2, 2018 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator (the “Certificate Administrator”) and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.            The
undersigned is a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates, the Directing Certificateholder
or a holder of any Companion Loan (or any Companion Loan Security).


 


2.            The
undersigned is a Borrower Affiliate, a Manager, or an agent or Affiliate of the foregoing.


 


3.            The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”)
and agrees to 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


 






    Exhibit K-2-1


     


    

 


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 Certificate Administrator, 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.


 


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.


 


4.            The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer 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 Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.





	 	 
	 	 
	[Borrower
Affiliate][Restricted Holder][Manager][Affiliate][Agent of 

Borrower Affiliate][Directing Certificateholder]
	 	 
	By:	 



 


	Name: 	 



 


	Title: 	 



 


	Company: 	 



 


	Phone: 	 



 






    Exhibit K-2-2


     


    

 





EXHIBIT L


 


APPLICABLE SERVICING CRITERIA


 


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 L 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 Trust
and Servicing Agreement of which this Exhibit L 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 Trust and Servicing Agreement. For
the avoidance of doubt, for purposes of this Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer
below shall include any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	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.	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.	Servicer

        Special Servicer

        

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	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.	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.	N/A
	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.	Servicer

        

        Trustee (as
        applicable)1

        




 


 






1    
Only to the extent that the Trustee was required to make an Advance pursuant to the Trust and Servicing Agreement during the applicable
calendar year.


  






    Exhibit L-1


     


    

  


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	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.	Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

        Special Servicer

        

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	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 are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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.	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.	N/A
	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.	N/A
	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.	N/A
	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.	N/A
	 	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.	Servicer

        Special Servicer

        

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	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.	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.	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.	Servicer



 






    Exhibit L-2


     


    

  


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	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.	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

         

	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).	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.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	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 Servicer
and Special Servicer are the same entity, the 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 L-3


     


    

 


EXHIBIT M



NRSRO CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention:  CMBS – WFCM 2018-1745


 


	Attention:	Wells Fargo Commercial Mortgage Trust
                                      2018-1745

                                      Commercial Mortgage Pass-Through Certificates, Series 2018-1745	 



 


In accordance with the requirements
for obtaining certain information pursuant to, the Trust and Servicing Agreement, dated as of July 2, 2018 (the “Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (the
“Certificate Administrator”) and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


(a) The undersigned
is a Rating Agency; or


 


(b) 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), has access to the Depositor’s 17g-5 website, is requesting access pursuant to the Agreement to certain
information (the “Information”) on the 17g-5 Information Provider’s 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 agrees that each time
it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations herein contained
remain true and correct.


 






    Exhibit M-1


     


    

 


Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.











	 	 
	Nationally Recognized Statistical Rating Organization



 


	Name: 	 



 


	Title: 	 



 


	Company: 	 



 


	Phone: 	 



 






	Email: 	 



 






    Exhibit M-2


     


    

 


ANNEX A





CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality Agreement”)
is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing Entities”
and each a “Furnishing Entity”) furnishing certain financial, operational, structural and other information
relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates,
Series 2018-1745 (the “Certificates”) pursuant to the Trust and Servicing Agreement, dated as of July 2, 2018
(the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”),
Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee 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 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 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 Agreement, including the status thereof; provided, however, that the term Confidential Information
shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully obtained
by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be under
no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain the
information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you are
aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to “Disclosures Required by Law” below , 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 


 






    Exhibit M-3


     


    

 


Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO
Representative will act in accordance with this Confidentiality Agreement;


 


solely to the extent
required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s
password protected website; and


 


use information derived
from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential
Information.


 


Disclosures Required by Law. If you or any NRSRO Representative
is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory demand, request for information
or documents, deposition or similar process relating to any legal proceeding, investigation, hearing or otherwise) to disclose
any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon as practicable (except in
the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the extent practical and permitted
by law, regulation or regulatory or other governmental authority) that a request to disclose the Confidential Information has been
made so that the relevant Furnishing Entity may seek an appropriate protective order or other reasonable assurance that confidential
treatment will be accorded the Confidential Information if it so chooses. Unless otherwise required by a court or other governmental
or regulatory authority to do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking
a protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information,
you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order
or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity
in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation to Return Evaluation Material. Promptly upon written
request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation
Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing,
(a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to the extent
necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures designed to
ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may be found
in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material obtained
in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly to advise
each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential
Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop
or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


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


 






    Exhibit M-4


     


    

 


Confidentiality
Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity
may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising any right,
power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term. Notwithstanding the termination or cancellation of this
Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under
this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality Agreement and any claim,
controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or the interpretation
and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State
of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality Agreement may be modified or
waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality Agreement represents the
entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter
reviewed or inspected by you. This agreement supersedes all other understandings and agreements between us relating to such matters;
provided, however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating
to the Confidential Information that specifically states that the terms of such agreement shall supersede, modify or amend the
terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement,
the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into this website.


 


Contact Information. Notices for each Furnishing Entity under
this Confidentiality Agreement, shall be directed as set forth below:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 






    Exhibit M-5


     


    

 


EXHIBIT N


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE
RISK RETAINED CERTIFICATES


 


July 2, 2018


 


	
        Wells Fargo Commercial Mortgage Securities, Inc.

        375 Park Avenue, 2nd Floor

        

        New York, New York 10152

        Attention: A.J. Sfarra

        
	
        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        New York, New York 10152

        Attention: A.J. Sfarra



 


		Re:	WFCM Trust
                                         2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745	



 


In accordance with Section 5.1(d)
of the Trust and Servicing Agreement, dated as of July 2, 2018 (the “Agreement”), the Certificate Administrator
hereby acknowledges receipt and possession of $8,750,000 of the RR Interest in the form of a Definitive Certificate, which constitutes
all of the RR Interest, as defined in the Agreement, for the benefit of Wells Fargo Bank, National Association, as registered holder
thereof, the initial holder of the Risk Retention Certificate. The Certificate Administrator will hold such certificate pursuant
and subject to the Agreement. A copy of such RR Interest is attached as Exhibit A-1. Payments on the Certificates will be made
to the registered holder thereof in accordance with the Agreement.


 


Capitalized terms used but not
defined herein shall the respective meanings set forth in the Agreement.














	 	 
	WELLS
FARGO Bank, national association, 

not in its individual capacity but solely as Certificate Administrator
	 
	By:	 
	Name:	 
	 	 
	        Title:



 



    Exhibit N-1


     


    







  


EXHIBIT
O


 


FORM OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


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 connection with the Wells
Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745 (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.,
Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, MBS
Data, LLC and Thomson Reuters Corporation, a market data provider that has been given access to the Distribution Date Statements,
CREFC Reports and supplemental notices on www.ctslink.com (the “Website”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses the Website, 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 the Website 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, and any confidentiality agreement applicable to the undersigned
with respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the
Website.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer
and the Trust 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 agreement pursuant to which the Certificates were issued.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit O-1


     


    

 





	By:	 
		Name:
	 	Title:


 






    Exhibit O-2


     


    

  


EXHIBIT P


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention:  CMBS – Wells Fargo Commercial Mortgage Trust 2018-1745


Wells Fargo Commercial Mortgage Securities, Inc.

375 Park Avenue, 2nd Floor


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial
                                         Mortgage Trust 2018-1745

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-1745	



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.2 of the Trust and Servicing Agreement, dated as of July 2, 2018 (the “Trust and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and
Wilmington Trust, National Association, as Trustee, on behalf of the holders of the Wells Fargo Commercial Mortgage Trust 2018-1745,
Commercial Mortgage Pass-Through Certificates, Series 2018-1745 (the “Certificates”) in connection with the
transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of $_______________
aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.            The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional “accredited investor”
(an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”)) or an entity all of the equity owners of which are such institutions, 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.


 






    Exhibit P-1


     


    

 


2.            The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
resale to (i) “qualified institutional buyers” 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 non-U.S. Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S promulgated under
the Securities Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G, Exhibit H or Exhibit
I, as applicable, to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and any subsequent Certificate
issued in transfer or exchange therefor) has 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 resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.            The
Purchaser has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
the “Offering Circular”) 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 Offering Circular.


 


4.            The
Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be resold 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 Trust 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 all or any portion of the Certificates, except in compliance with Section 5.3
of the Trust and Servicing Agreement.


 


7.            Check
one of the following:**


 


		☐	The Purchaser is a U.S. 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. Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor
form), which identifies such 



  





 



 


** Each
Purchaser must include one of the two alternative certifications.


  






    Exhibit P-2


     


    

 





Purchaser
as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. 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 Certificate and state that interest and original issue discount on the Certificate and Permitted
Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to
the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may
be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request,
on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of
any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For this purpose, “U.S. 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. 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 have elected to be treated as U.S. 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:









		 
	 	 
	 	 



 



 



 


*** Does not apply to a transfer of Class R Certificates.


 


****   Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of 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 P-3


     


    

   


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 non-U.S. Person.


 





	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:

Title:






Date


 






    Exhibit P-4


     


    







 


EXHIBIT Q


 


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 Q-1


     


    

 


EXHIBIT
R-1


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
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 Servicer, the Special Servicer, each Other Exchange
Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to rely on the accuracy of the Offering
Circular and the offering materials with respect to any related Other Securitization Trust (other than information with respect
to itself that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific written
notice to the contrary from the Depositor, Other Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity
as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property
identified as such in the prospectus relating to the Other Securitization and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the 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 Servicer or the Special
Servicer is not the Servicer or the Special Servicer, as the case may be. For this Agreement and any Other Securitization Trust,
each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party
and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Offering Circular and the offering materials with respect to any related Other Securitization Trust.


 





	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item 1121(a)(13) of
        Regulation AB

         
	●     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance
	●     Certificate Administrator



 






    R-1-1


     


    

 

	Item on Form 10-D	Party Responsible
	
        Information:

         

        ●     Item 1121(a)(14) of
        Regulation AB

         
	●     Depositor
	
         

        Item 2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
         

        ●     Servicer
        (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/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
	
         

        ●     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         



 






    R-1-2


     


    




 


	Item on Form 10-D	Party Responsible
	
        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 relating to the Companion Loan
        Securities;

         

        (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 Foreclosed Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an Foreclosed Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided,
        however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D that relates
        to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the
        “Party Responsible” as described in clause (b) above.

         
	
         

        ●     Special
        Servicer (as to Foreclosed Property)

         

	
         

        Item 7: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor


 






    R-1-3


     


    

 


	Item on Form 10-D	Party Responsible
	
         

        Item 8: 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 T, (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, 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 T.

         

        ●     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)

         

        ●     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 Foreclosed Property Account as of the related Distribution Date and the preceding
        Distribution Date)

         

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

        

	
         

        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of
        Item 601 of Regulation S-K)

        
	
         

        ●     Depositor

         

	
         

        Item 9: 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, in each case, that this shall in no event be construed
        to make such party responsible for the initial filing of this Trust and Servicing Agreement

         

        provided further, in each case, that in the event any

        



 






    R-1-4


     


    

 


	Item on Form 10-D	Party Responsible
	 	reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.
	
         

        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	
         

        ●     Certificate
Administrator, Trustee, 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 Foreclosed Property, 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 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security Holders
        (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with respect
        to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the
        information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

        
	
         

        ●     The
        applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

         

	
         

        Item 9: 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

         



 






    R-1-5


     


    

 


	Item on Form 10-D	Party Responsible
	
         

        Item 9: 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 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K) 
	
         

        ●     Not
        Applicable.

         

	
         

        Item 9: Exhibits (no. 100)

         

        BRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
S-K). 
	
         

        ●     Not
        Applicable.

         

	
         

        Item 9: 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 T, (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 T (it being acknowledged that none of the Servicer or the Special Servicer
        constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K); provided,
        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 9.

        








 






    R-1-6


     


    

 


EXHIBIT
R-2


 


ADDITIONAL
FORM 10-K DISCLOSURE




 


For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the parties identified in the “Party Responsible” column are obligated pursuant to
Section 13.5 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other Depositor
to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, 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 Servicer and the Special Servicer shall be entitled to rely
on the accuracy of the Offering Circular and the offering materials with respect to any related Other Securitization Trust (other
than information with respect to itself that is set forth therein or omitted therefrom), in the absence of specific written notice
to the contrary from the Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the 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 Offering Circular or the offering materials with respect to any related Other Securitization
Trust and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.
In no event shall the 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 Servicer or the Special Servicer is not the Servicer or the Special Servicer, as
the case may be. For this WFCM 2018-1745 Trust and Servicing Agreement and any Other Securitization Trust, each of the Certificate
Administrator, the Trustee, the 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 other than a party
identified as such in the Offering Circular and the offering materials with respect to any related Other Securitization Trust.









	Item on Form 10-K 	Party Responsible
	Item 1B: Unresolved Staff Comments	●     Depositor



 






    Exhibit R-2-1


     


    

 

	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K Disclosure”
        pursuant to Exhibit T,

         

        (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, 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 T.
	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 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
        Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         

        
	●     Depositor



 






    Exhibit R-2-2


     


    

 

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect to
        a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly and
        annual operating statements, budgets and rent rolls of the related Mortgaged Property or Foreclosed Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of a Foreclosed Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.22 of this Trust and Servicing Agreement; provided,
        however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for
        the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that is has
        not previously been reported as “Additional Form 10-D Information”.

         

        
	
        ●     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Foreclosed Property)

         

	
        Instruction J(2)(c) (Signifiant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         

        
	
        ●     Depositor

         



 






    Exhibit R-2-3


     


    

 

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     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 / Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	
        Instruction J(2)(e) (Affiliations and Certain Relationships and Related
        Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB, but only the existence and (if existent) how
        there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on
        the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust
        and (4) any other party listed under this item as a “Party Responsible”; provided, however, that
        an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

        

        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
	
        ●     Servicer
        (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer
        retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Trust and Servicing Agreement to
        the effect that such party no longer

        




 






    Exhibit R-2-4


     


    

 

	
        other than would be obtained in an arm’s length transaction with
        an unrelated third party (apart from the WFCM 2018-1745 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 WFCM 2018-1745 transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor,
(2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only
if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was previously reported as “Additional Form 10 K Disclosure”. 
	
        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 Trust 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 Trust and Servicing Agreement to
        the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Trust 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,

         
	
        ●     Depositor

        

        ●     Each
        Mortgage Loan Seller

        



 






    Exhibit R-2-5


     


    

 

	
        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 WFCM 2018-1745 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K 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 WFCM

        
	 



 






    Exhibit R-2-6


     


    

 

	2018-1745 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or succession
        (Exhibit No. 2 of Item 601 of Regulation S-K)

         

        
	●     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of
        Item 601 of Regulation S-K)

         

        
	●     Depositor
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders (Exhibit
        No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee

        

        ●     Certificate
        Administrator

        

        ●     Depositor

         

        provided that, in each case, that this shall in no event be
        construed to make such party responsible for the initial filing of this Trust 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, 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 


 






    Exhibit R-2-7


     


    

 

	 	Loans or Foreclosed Property, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

                                                                                 

	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit No. 11
        of Item 601 of Regulation S-K)

         

        
	●     Not Applicable.
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of Item 601
        of Regulation S-K)

         

        
	●     Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10 Q and Form 10 QSB, or quarterly
        report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         

        
	●     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K).

         

        
	●     Not Applicable
	
        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):	●     Not Applicable.



 






    Exhibit R-2-8


     


    

 

	Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).	 
	
        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 13.9 of this Trust 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 13.9 of this Trust and Servicing Agreement.

         
	
        ●     Servicer

        

        ●     Special
        Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided, however, in each case, that such party shall
        have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such party is required
        to deliver or cause the delivery of the related attestation report.

         

        

	
        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

         
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 13.11 of this Trust and Servicing 


 






    Exhibit R-2-9


     


    

 

	S-K).	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 13.8 (and Section 13.6) of this Trust 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 13.9 (and Section 13.6) of this Trust 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 13.7 (and Section 13.6) of this Trust and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities (Exhibit
        No. 36 of Item 601 of Regulation S-K).

        
	●     Depositor
	
        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 T, (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 	●     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 T (it being acknowledged that none of the Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K).



 






    Exhibit R-2-10


     


    

 

	previously reported as “Additional Form 8-K Disclosure”.	 
	
        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 R-2-11


     


    


 


EXHIBIT
S



Form of Certification of the RISK RETENTION CONSULTATION PARTY


 


July 2, 2018


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 

Trust 2018-1745 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 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745

(with a copy sent via email to: 

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com)
	 	 
	AEGON USA Realty Advisors, LLC,

4333 Edgewood Road NE,

Cedar Rapids, IA  52499

Attention:  Gregory A. Dryden, Senior Vice President, Special Servicing

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com 

Fax number:  (319) 355-8030	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-1745

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: Wells Fargo Commercial Mortgage Trust 2018-1745

(with a copy sent to cmbstrustee@wilmingtontrust.com)	 
	 	 


		Re:	Wells Fargo Commercial
                                         Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745,
                                         RR Interest 



 


In accordance with
Section 9.5(c) of the Trust and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 




    S-1


     


    

 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier, (b) mailed
by registered mail, postage prepaid or (c) via email.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust 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.


 





	 	WELLS FARGO Bank, national association, 

not in its individual capacity but solely as Risk Retention Consultation Party
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage
Securities, Inc.


 




    S-2


     


    

 


EXHIBIT
T


 


FORM
8-K DISCLOSURE INFORMATION


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.6 of the Trust and Servicing Agreement to report to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes,
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 Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(in its capacity as such) shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect
to any related Other Securitization Trust (other than information with respect to itself that is set forth in or omitted from such
offering materials or the Offering Circular), in the absence of specific written notice to the contrary from the Depositor, Other
Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to conclusively assume
that there is no “significant obligor” other than a party or property identified as such in the prospectus relating
to the Other Securitization and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the 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 Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Agreement and any Other Securitization Trust, each of the Certificate Administrator, the
Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering
materials with respect to any related Other Securitization Trust.


 





	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, 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



 


    T-1


     


    
 

	 	agreement that is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or Foreclosed 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, 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 Foreclosed Property, 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	 


 


    U-1


     


    
 

	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

	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 Servicer or Special Servicer	
        ●     Certificate
Administrator

        ●     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”.	
        ●     Servicer
(as to a party appointed by the 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


 


    U-1


     


    
 

	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

         

        provided that, in each case, that this
shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where 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
	●     Certificate Administrator


 


    U-1


     


    
 

	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.	 
	
        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.







 




    U-1


     


    

 


EXHIBIT
U


 


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





Attn: Corporate Trust Services – WFCM 2018-1745—SEC
REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of July 2, 2018 (the “Trust and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Wilmington Trust, National Association, as Trustee, the undersigned, as [ ], hereby notifies you
that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 		 
	 	By:	 
	 		Name:
	 	 	Title:



 





cc: Depositor


 




    U-1


     


    

 


EXHIBIT
V


 


INITIAL
SUB-SERVICERS


 


None.


 




    V-1


     


    

 


EXHIBIT
W


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Wells Fargo Commercial Mortgage Trust 2018-1745,

Commercial Mortgage Pass-Through Certificates

Series 2018-1745 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Servicer] [AEGON USA Realty Advisors, LLC, 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:


 


I (or Servicing
Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between
[__] and [__]] and the Certifying Servicer’s performance under the Trust and Servicing Agreement; and


 


To the best
of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and Servicing
Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying Servicer has
failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE
AND STATUS THEREOF]].


 





	Date:	 	 
	 	 	 
	[WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer]	 
	[AEGON USA REALTY ADVISORS, LLC, as special servicer]	 
	[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]	 
	[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]	 



 






    W-1


     


    

 


	By:	 	 
	 	Name:	 
	 	Title	 









 




    W-2


     


    

 


EXHIBIT
X


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		6.	[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 L to the Trust and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a Servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than __________________*]
(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



 


 



 


*
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.


 



    X-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:



 




    X-2


     


    

 


EXHIBIT Y-1


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SERVICER


 


		Re:	Wells Fargo Commercial
                                         Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745,
                                         issued pursuant to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust
                                         and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty
                                         Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
                                         Administrator and Wilmington Trust, National Association. 



 


I, [identity of certifying
individual], hereby certify with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Trust and Servicing Agreement) (i) in connection with the certification concerning the Trust, as applicable,
to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an
Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Servicer
in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance with the
Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period
covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information provided by the
Servicer, collectively, the “Servicer Periodic Information”);


 


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 Servicer Periodic Information, 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
the Form 10-K;


 


3.       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, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision are) am responsible for reviewing the activities performed by the Servicer under the
Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Servicer


 






    Y-1-1


     


    

 


compliance
statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under
Item 1123 of Regulation AB with respect to the Servicer, and except as disclosed in the Servicer Periodic Information, the Servicer
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects during the relevant period;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the
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


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material
respects.


 


[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 Servicer that is not a Sub-Servicer set forth on Exhibit V) and, notwithstanding the foregoing
certifications, neither I nor the Servicer makes any certification under the foregoing clauses (2) and (3) with respect
to the information in the Servicer Periodic Information that is in turn dependent upon information provided by the Special Servicer
under the Trust 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 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.]


 


This Certification is
being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 




    Y-1-2


     


    

 


EXHIBIT Y-2


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SPECIAL SERVICER


 


Wells Fargo Commercial Mortgage Securities, Inc.





375 Park Avenue, 2nd Floor





New York, New York 10152





Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial
                                         Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745,
                                         issued pursuant to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust
                                         and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty
                                         Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
                                         Administrator and Wilmington Trust, National Association. 



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of
the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided
by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, 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 the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






    Exhibit Y-2-1


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has
fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


 


5.       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’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


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:





 




    Exhibit Y-2-2


     


    

 


EXHIBIT Y-3


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through
Certificates, Series 2018-1745, issued pursuant to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Wilmington Trust, National Association.  



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on 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 Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and
all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the servicer
and the special servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and


 






    Exhibit Y-3-1


     


    

 


except
as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Trust and Servicing Agreement
in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Y-3-2


     


    

 


EXHIBIT Y-4


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY TRUSTEE


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon St., 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2018-1745 Asset Manager


 


		Re:	Wells Fargo Commercial
                                         Mortgage Trust 2018-1745, Commercial Mortgage Pass-Through Certificates, Series 2018-1745,
                                         issued pursuant to the Trust and Servicing Agreement dated as of July 2, 2018 (the “Trust
                                         and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty
                                         Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
                                         Administrator and Wilmington Trust, National Association. 



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, 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 the Form 10-K;


 






    Exhibit Y-4-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Trust
and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 






    Exhibit Y-4-2