Exhibit 4.1 








 


EXECUTION
VERSION





 



 


 WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


  





 



 




POOLING
AND SERVICING AGREEMENT

Dated as of December 1, 2019


 


 



 







Commercial
Mortgage Pass Through Certificates

Series 2019-C54


 





 



 




     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	ARTICLE
    I
	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	6
	Section 1.02	Certain Calculations	114
	 	 	 
	ARTICLE
    II
	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	116
	Section 2.02	Acceptance by Trustee	123
	Section 2.03	Representations, Warranties and Covenants of
    the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and
    Breaches of Representations and Warranties	128
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier
    Regular Interests	144
	Section 2.05	Creation of the Grantor Trust	145
	 
	ARTICLE
    III
	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 	 	 
	Section 3.01	Administration of the Mortgage Loans, the Serviced
    Companion Loans, and REO Properties	145
	Section 3.02	Collection of Mortgage Loan Payments	152
	Section 3.03	Collection of Taxes, Assessments and Similar
    Items; Servicing Accounts	158
	Section 3.04	The Collection Account, the Lower-Tier REMIC
    Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve
    Account, the Gain-on-Sale Reserve Account and the Excess Interest Distribution Account	163
	Section 3.05	Permitted Withdrawals from the Collection Account,
    the Distribution Accounts and the Companion Distribution Account	170
	Section 3.06	Investment of Funds in the Collection Account,
    REO Account and Loss of Value Reserve Fund	180
	Section 3.07	Maintenance of Insurance Policies; Errors and
    Omissions and Fidelity Coverage	182
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption
    Agreements	188
	Section 3.09	Realization Upon Defaulted Loans and Companion
    Loans	193
	Section 3.10	Trustee and Certificate Administrator to Cooperate;
    Release of Mortgage Files	196
	Section 3.11	Servicing Compensation	197


  




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	Section 3.12	Inspections; Collection of
    Financial Statements; Delivery of Reports	204
	Section 3.13	Access to Certain Information	210
	Section 3.14	Title to REO Property; REO Account	224
	Section 3.15	Management of REO Property	225
	Section 3.16	Sale of Defaulted Loans and REO Properties	228
	Section 3.17	Additional Obligations of Master Servicer and
    Special Servicer	234
	Section 3.18	Modifications,	237
	Section 3.19	Transfer of Servicing Between the Master Servicer
    and the Special Servicer; Recordkeeping; Asset Status Report	248
	Section 3.20	Sub-Servicing Agreements	255
	Section 3.21	Interest Reserve Account	259
	Section 3.22	Directing Certificateholder and Operating Advisor
    Contact with Master Servicer and Special Servicer	259
	Section 3.23	Controlling Class Certificateholders, Directing
    Certificateholder; Certain Rights and Powers of Directing Certificateholder	260
	Section 3.24	Intercreditor Agreements	263
	Section 3.25	Rating Agency Confirmation	266
	Section 3.26	The Operating Advisor	267
	Section 3.27	Companion Paying Agent	276
	Section 3.28	Serviced Companion Noteholder Register	277
	Section 3.29	Certain Matters Relating to the	277
	Section 3.30	[RESERVED]	280
	Section 3.31	Resignation Upon Prohibited Risk Retention Affiliation	280
	Section 3.32	Litigation Control	280
	Section 3.33	Delivery of Excluded Information to the Certificate
    Administrator	283
	 
	ARTICLE
    IV
	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	284
	Section 4.02	Distribution Date Statements; CREFC®
    Investor Reporting Packages; Grant of Power of Attorney.	294
	Section 4.03	P&I Advances	300
	Section 4.04	Allocation of Realized Losses	304
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency
    Amounts	305
	Section 4.06	Grantor Trust Reporting	309
	Section 4.07	Investor Q&A Forum; Investor Registry; and
    Rating Agency Q&A Forum and Document Request Tool	310
	Section 4.08	Secure Data Room	314
	 
	ARTICLE
    V
	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	315


  




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	Section 5.02	Form and Registration	315
	Section 5.03	Registration of Transfer and Exchange of Certificates	319
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates.	328
	Section 5.05	Persons Deemed Owners	328
	Section 5.06	Access to List of Certificateholders’
    Names and Addresses; Special Notices	329
	Section 5.07	Maintenance of Office or Agency	330
	Section 5.08	Appointment of Certificate Administrator	330
	Section 5.09	[RESERVED]	331
	Section 5.10	Voting Procedures	331
	 
	ARTICLE
    VI
	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of
    the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	332
	Section 6.02	Liability of the Depositor, the Master Servicer,
    the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	338
	Section 6.03	Merger, Consolidation or Conversion of the Depositor,
    the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	338
	Section 6.04	Limitation on Liability of the Depositor, the
    Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Other	340
	Section 6.05	Depositor, Master Servicer and Special Servicer
    Not to Resign	346
	Section 6.06	Rights of the Depositor in Respect of the Master
    Servicer and the Special Servicer	346
	Section 6.07	The Master Servicer and the Special Servicer
    as Certificate Owner	347
	Section 6.08	The Directing Certificateholder	347
	Section 6.09	Knowledge of	354
	 
	ARTICLE
    VII
	 
	SERVICER
    TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer
    and Special Servicer Termination	354
	Section 7.02	Trustee to Act; Appointment of Successor	362
	Section 7.03	Notification to Certificateholders	364
	Section 7.05	Trustee as Maker of Advances	365


 



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	ARTICLE
    VIII
	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	366
	Section 8.02	Certain Matters Affecting the Trustee and the
    Certificate Administrator	367
	Section 8.03	Trustee and Certificate Administrator Not Liable
    for Validity or Sufficiency of Certificates or Mortgage Loans	369
	Section 8.04	Trustee or Certificate Administrator May Own
    Certificates	370
	Section 8.05	Fees and Expenses of Trustee and Certificate
    Administrator; Indemnification of Trustee and Certificate Administrator	370
	Section 8.06	Eligibility Requirements for Trustee and Certificate
    Administrator	371
	Section 8.07	Resignation and Removal of the Trustee and Certificate
    Administrator	372
	Section 8.08	Successor Trustee or Certificate Administrator	374
	Section 8.09	Merger or Consolidation of Trustee or Certificate
    Administrator	375
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	375
	Section 8.11	Appointment of Custodians	376
	Section 8.12	Representations and	377
	Section 8.13	Provision of Information to Certificate Administrator,
    Master Servicer and Special Servicer	378
	Section 8.14	Representations and	378
	Section 8.15	Compliance with the PATRIOT Act	379
	 
	ARTICLE
    IX
	 
	TERMINATION
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of
    All Mortgage Loans	380
	Section 9.02	Additional Termination Requirements	383
	 
	ARTICLE
    X
	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	384
	Section 10.02	Use of Agents	388
	Section 10.03	Depositor, Master Servicer and Special Servicer
    to Cooperate with Certificate Administrator	388
	Section 10.04	Appointment of REMIC Administrators	388
	 
	ARTICLE
    XI
	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	389
	Section 11.02	Succession; Subcontractors	390


 



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	Section 11.03	Filing Obligations	392
	Section 11.04	Form 10-D and Form ABS-EE Filings	393
	Section 11.05	Form 10-K Filings	397
	Section 11.06	Sarbanes-Oxley Certification	400
	Section 11.07	Form 8-K Filings	401
	Section 11.08	Form 15 Filing	403
	Section 11.09	Annual Compliance Statements	404
	Section 11.10	Annual Reports on Assessment of Compliance with
    Servicing Criteria	405
	Section 11.11	Annual Independent Public Accountants’
    Attestation Report	407
	Section 11.12	Indemnification	409
	Section 11.13	Amendments	411
	Section 11.14	Regulation AB Notices	411
	Section 11.15	Certain Matters Relating to the Future Securitization
    of the Serviced Pari Passu Companion Loans	412
	Section 11.16	Certain Matters Regarding Significant Obligors.	417
	Section 11.17	Impact of Cure Period	417
	ARTICLE
    XII
	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	Section 12.01	Asset Review	418
	Section 12.02	Payment of Asset Representations Reviewer Fees
    and Expenses; Limitation of Liability	424
	Section 12.03	Resignation of the Asset Representations Reviewer	425
	Section 12.04	Restrictions of the Asset Representations Reviewer	425
	Section 12.05	Termination of the Asset Representations Reviewer	425


 


	ARTICLE
    XIII
	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section 13.01	Amendment	429
	Section 13.02	Recordation of Agreement; Counterparts	433
	Section 13.03	Limitation on Rights of Certificateholders	434
	Section 13.04	Governing Law; Submission to Jurisdiction;	435
	Section 13.05	Notices	435
	Section 13.06	Severability of Provisions	441
	Section 13.07	Grant of a Security Interest	441
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	442
	Section 13.09	Article and Section Headings	442
	Section 13.10	Notices to the Rating Agencies	442


 



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


 


 




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


 



     -vii-


     


    




 


	SCHEDULE 2	Class A-SB Planned Principal
    Balance Schedule
	SCHEDULE 3	Designated Escrows and Reserves


 



     -viii-


     


    




 


This
Pooling and Servicing Agreement is dated and effective as of December 1, 2019, between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.

 

PRELIMINARY
STATEMENT:

 

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

 

In
addition, the parties intend that the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets shall
be classified as a trust under Section 301.7701-4 of the income tax regulations and that the holders of the Class V Certificates
shall be treated as the owners of the trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”). 
Solely for tax purposes, the Class V Certificates shall represent undivided beneficial interests in the Class V Specific
Grantor Trust Assets.  As provided herein, the Certificate Administrator shall take all actions expressly required hereunder
to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its classification as a trust beneficially
owned by the holders of the Class V Certificates and not be treated as part of either Trust REMIC.

 

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

 

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

 


     


     


    
 

LOWER-TIER
REMIC

 

The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of entitlement to any Excess Interest and the Excess Interest Distribution
Account) and will issue the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4, Class LAS, Class LB,
Class LC, Class LD, Class LERR, Class LFRR, Class LGRR and Class LHRR Uncertificated Interests (the
“Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder.  The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole
Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.

 

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

 


	Class Designation
                                         

	 

	Interest
                                         Rate 

	 

	Original
                                         Lower-Tier 

Principal Amount 



	Class LA1

	 

	(1)

	 

	$13,445,000

	 
	Class LA2

	 

	(1)

	 

	$25,365,000

	 
	Class LASB

	 

	(1)

	 

	$21,614,000

	 
	Class LA3

	 

	(1)

	 

	$151,000,000

	 
	Class LA4

	 

	(1)

	 

	$257,455,000

	 
	Class LAS

	 

	(1)

	 

	$46,050,000

	 
	Class LB

	 

	(1)

	 

	$31,817,000

	 
	Class LC

	 

	(1)

	 

	$32,654,000

	 
	Class LD

	 

	(1)

	 

	$19,090,000

	 
	Class LERR

	 

	(1)

	 

	$17,751,000

	 
	Class LFRR

	 

	(1)

	 

	$18,420,000

	 
	Class LGRR

	 

	(1)

	 

	$6,698,000

	 
	Class LHRR

	 

	(1)

	 

	$28,468,471

	 
	Class LR

	 

	None(2)

	 

	None

	 


 

 



	(1)

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




 

	(2)

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




 

UPPER-TIER
REMIC

 

The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E-RR,
Class F-RR, Class G-RR and Class H-RR regular interests.  Each such regular interest will be represented by,
and have the same Pass-Through Rate and Certificate Balance or Notional Amounts as, the Class of Certificates bearing the
same Class designation as set forth in the chart below.  The Upper-Tier REMIC shall also issue the


 


     -2-


     


    
 


uncertificated
Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier REMIC for purposes
of the REMIC Provisions and is represented by the Class R Certificates.

 

THE
CERTIFICATES

 

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

 


	Class of
                                         Certificates 

	 

	Approximate
                                         Initial 

Pass-Through Rate 

	 

	Original
                                         Certificate

Balance or Notional

Amount 


	Class A-1
                                         Certificates

	 

	2.12000%

	 

	$13,445,000


	Class A-2
                                         Certificates

	 

	3.00800%

	 

	$25,365,000


	Class A-SB
                                         Certificates

	 

	3.06300%

	 

	$21,614,000


	Class A-3
                                         Certificates

	 

	2.89200%

	 

	$151,000,000


	Class A-4
                                         Certificates

	 

	3.14600%

	 

	$257,455,000


	Class X-A
                                         Certificates

	 

	0.97210%(1)

	 

	$468,879,000(2)


	Class X-B
                                         Certificates

	 

	0.37600%(1)

	 

	$110,521,000(2)


	Class X-D
                                         Certificates

	 

	1.49560%(1)

	 

	$19,090,000(2)


	Class A-S
                                         Certificates

	 

	3.44900%

	 

	$46,050,000


	Class B
                                         Certificates

	 

	3.67100%

	 

	$31,817,000


	Class C
                                         Certificates

	 

	3.81000%

	 

	$32,654,000


	Class D
                                         Certificates

	 

	2.50000%

	 

	$19,090,000


	Class E-RR
                                         Certificates

	 

	3.99560%

	 

	$17,751,000


	Class F-RR
                                         Certificates

	 

	3.99560%

	 

	$18,420,000


	Class G-RR
                                         Certificates

	 

	3.99560%

	 

	$6,698,000


	Class H-RR
                                         Certificates

	 

	3.99560%

	 

	$28,468,471


	Class R
                                         Certificates

	 

	None(3)

	 

	       N/A     


	Class V
                                         Certificates

	 

	None(4)

	 

	       N/A    




 

 



	(1)

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




 

	(2)

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




 

	(3)

	The
                                         Class R Certificates will not have a Certificate Balance or a Notional Amount, bear
                                         interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance
                                         Charges.  Any Available Funds remaining in the Upper-Tier REMIC Distribution Account,
                                         after all required distributions under this Agreement have been made to each Class of
                                         Regular Certificates will be deemed distributed to the Class UR Interest and shall
                                         be payable to the Holders of the Class R Certificates.




 

	(4)

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




 


     -3-


     


    
 

THE
GRANTOR TRUST

 

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

 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $669,827,472.

 

WHOLE
LOANS

 

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

 

	Mortgaged
                                         Property Name

	Whole
                                         Loan Type

	Non-Serviced
                                         PSA (if any)

	Companion
                                         Loan Type

	Servicing
                                         Shift Control Note (if any)

	Non-Serviced
                                         Primary Servicing Fee Rate (if any)


	The
                                         Tower at Burbank

	Non-Serviced
                                         Whole Loan

	(1)

	Pari
                                         Passu

	N/A

	0.00250%
                                         per annum


	Planet
                                         Self Storage Portfolio

	Non-Serviced
                                         Whole Loan

	(2)

	Pari
                                         Passu

	N/A

	0.00250%
                                         per annum


	Phoenix
                                         Industrial Portfolio II

	Non-Serviced
                                         Whole Loan

	(3)

	Pari
                                         Passu

	N/A

	0.00125%
                                         per annum


	Global
                                         Payments, Inc.

	Serviced
                                         Whole Loan

	N/A

	Pari
                                         Passu

	N/A

	N/A


	NMR
                                         Pharmacy Portfolio

	Serviced
                                         Whole Loan

	N/A

	Pari
                                         Passu

	N/A

	N/A


	Washington
                                         Avenue Portfolio

	Non-Serviced
                                         Whole Loan

	(4)

	Pari
                                         Passu

	N/A

	0.00250%
                                         per annum


	CIRE
                                         Equity Retail & Industrial Portfolio

	Non-Serviced
                                         Whole Loan

	(5)

	Pari
                                         Passu

	N/A

	0.00895%
                                         per annum




 

	(1)

	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of September 1, 2019, among Morgan
                                         Stanley Capital I Inc., as depositor, Wells Fargo Bank,
                                         National Association, as general master servicer, Midland Loan Services, a Division of
                                         PNC Bank, National Association, as general special servicer, National Cooperative Bank,
                                         N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National
                                         Association, as certificate administrator, Wilmington Trust, National Association, as
                                         trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
                                         reviewer, as from time to time amended, supplemented or modified, relating to
                                         the issuance of the  BANK 2019-BNK20, Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-BNK20.




 

	(2)

	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of November 1, 2019, among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as depositor, Wells Fargo 




 


     -4-


     


    
 


Bank,
National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented
or modified, relating to the issuance of the WFCM 2019-C53, Commercial Mortgage Pass-Through Certificates, Series 2019-C53.

 

	(3)

	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of October 1, 2019, among UBS Commercial Mortgage Securitization
                                         Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
                                         Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as
                                         certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha
                                         Surveillance LLC, as operating advisor and as asset representations reviewer, as from
                                         time to time amended, supplemented or modified, relating to the issuance of the UBS Commercial
                                         Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through Certificates, Series 2019-C17.




 

	(4)

	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of November 1, 2019, among GS Mortgage
                                         Securities Corporation II, as depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners,
                                         LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator
                                         and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset
                                         representations reviewer, as from time to time amended, supplemented or modified,
                                         relating to the issuance of the GS Mortgage Securities Trust
                                         2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1.




 

	(5)

	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of August 1, 2019, among Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as a special servicer, Pacific Life Insurance Company, solely with respect to the Woodlands
                                         Mall Loan Combination, as a special servicer, Trimont Real Estate Advisors, LLC, solely
                                         with respect to The Centre Loan Combination, as a special servicer, Pentalpha Surveillance
                                         LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator, and Wilmington Trust, National Association, as trustee, as from time to
                                         time amended, supplemented or modified, relating to the issuance of the Benchmark 2019-B12
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12.




 

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

 

The
Companion Loans are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund.  Amounts attributable to any Companion Loan will not be part of the Trust Fund, and
(except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related
Companion Holders.


 


     -5-


     


    
  

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

 

ARTICLE
I

DEFINITIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

“AB
Mortgage Loan”:  A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that
is part of the Trust Fund.

 

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


 


     -6-


     


    
  

“AB
Subordinate Companion Loan”:  With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Intercreditor Agreement.  For the avoidance of doubt, there are no
AB Subordinate Companion Loans related to the Trust as of the Closing Date.

 

“AB
Whole Loan”:  A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may
include one or more Pari Passu Companion Loans.  The AB Whole Loans related to the Trust as of the Closing Date are the Whole
Loans described in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion
Loan Type” of “Pari Passu and Subordinate” or “Subordinate”.  For the avoidance of doubt, there
are no AB Whole Loans related to the Trust as of the Closing Date.

 

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

 

“Acceptable
Insurance Default”:  With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect
to a Specially Serviced Loan) has determined (i) prior to the occurrence and continuance of a Control Termination Event, with
the consent of the Directing Certificateholder and (ii) after a Control Termination Event has occurred and is continuing, but
prior to the occurrence and continuance of a Consultation Termination Event, after non-binding consultation with the Directing
Certificateholder (in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) (or,
in each case, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent
of the related Serviced AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), in
its reasonable judgment, based on inquiry consistent with the Servicing Standard, that either (a) such insurance is not available
at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar
to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or
(b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder (or,
with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period
to the extent required under the related Intercreditor Agreement) will not have more than thirty (30) days to respond to
the Master Servicer’s or the Special Servicer’s, as applicable, request for such consent or consultation, as applicable;
provided, further, that upon the Master Servicer’s or the Special


 


     -7-


     


    
 


Servicer’s,
as applicable, determination consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer
or the Special Servicer, as applicable, to consult with the Directing Certificateholder or any applicable Serviced AB Whole Loan
Controlling Holder, as applicable, the Master Servicer or the Special Servicer, as applicable, is not required to do so. 
The Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely
on insurance consultants in making the determinations described above.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 


     -8-


     


    
 


License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

“Applicable
Laws”:  As defined in Section 8.15.

 

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

 

“Applicable
KBRA Permitted Investment Rating”:  (A) in the case of such investments with maturities of 90 days or less, the
short-term debt obligations of which are rated of at least “K3” or the long-term obligations of which are rated at
least “BBB-” and (B) in the case of such investments with maturities greater than 90 days but not more than one year,
the short-term debt obligations of which are rated of at least “K1” or the long-term obligations of which are rated
at least “A-” (in each case, if then rated by KBRA).

 

“Applicable
S&P Permitted Investment Rating”:  (A) in the case of such investments with maturities of sixty (60) days or
less, the short term obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments
with maturities of more than sixty (60) days, the short term obligations of which are rated “A-1+” by S&P (or
at least “A-1” by S&P, if the long term obligations of which are rated at least “AA-” by S&P).


 


     -9-


     


    
 

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

 

“Appraisal”: 
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real
estate-related financial transactions, as amended from time to time.  Any Appraisal ordered by the Master Servicer or Special
Servicer shall be performed by an Independent MAI-designated appraiser.

 

“Appraisal
Reduction Amount”:  For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
Serviced Companion Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated
by the Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event and only with respect to
any Mortgage Loan or Whole Loan other than an Excluded DCH Loan) in consultation with the Directing Certificateholder, and, after
the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder
(only with respect to a Mortgage Loan or Whole Loan other than an Excluded DCH Loan) and the Operating Advisor and, after the
occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor, as of the
first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives
an Appraisal (together with information requested by the Special Servicer from the Master Servicer in accordance with this Agreement
that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts
a valuation described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated
Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised
Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with
respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced
Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which
shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer (or
at the Special Servicer’s election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any
Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as
the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward
adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal
and any other information it deems relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage
Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring
in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal
to its

 


     -10-


     


    
 


Mortgage
Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion
Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage
Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable,
and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all
currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all
other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage
Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject
of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days
of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi)
of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i))
or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial
delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to
25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time
as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter.  Within sixty (60) days
after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the
cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however, that
with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event,
the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day
period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi)
of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such
Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such
clause (vi); provided, further, however, that in no event shall the Special Servicer be required
to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period,
as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer
to the Master Servicer, the Operating Advisor, the Directing Certificateholder (but only prior to the occurrence and continuance
of a Consultation Termination Event), the Certificate Administrator and the Trustee.  In connection with any Appraisal Reduction
Amount, the Master Servicer shall provide the Special Servicer with the information as set forth in Section 4.05(c)
within four (4) Business Days of its receipt of any such request.  The Master Servicer shall not calculate Appraisal
Reduction Amounts.

 

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


 


     -11-


     


    
 

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

 

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

 

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

 

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

 

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


 


     -12-


     


    
  

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

 

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


 


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

 

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

 

“Argentic”: 
Argentic Real Estate Finance LLC, a Delaware limited liability company, or its successor-in-interest.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 


     -13-


     


    
 



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

 

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

 

“Asset
Review Trigger”:  Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance
of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion
of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent
Loans or (2) at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period
and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan))
held by the Trust as of the end of the applicable Collection Period.

 

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

 


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

 

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

 

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

 

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

 

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

 


     -14-


     


    
 


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

 

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

 

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

 

(a)          
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including
the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by
the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Serviced Companion Noteholders)
as of the close of business on the related P&I Advance Date, exclusive of (without duplication):

 

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

 

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

 

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


 


     -15-


     


    
  

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 


     -16-


     


    
  

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


 


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

 

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

 

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

 

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

 

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

 

“Borrower-Related
Party”:  As defined in Section 3.32(a).

 

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

 

“BSPRT”: 
Benefit Street Partners Realty Trust, Inc., a Maryland corporation, or its successor-in-interest.

 

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

 

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

 

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


 


     -17-


     


    
 



“Certificate”: 
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-C54, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.

 

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

 

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


 


“Certificate
Administrator Fee Rate”:  The Certificate Administrator Fee shall be equal to the product of the rate equal to
0.01090% per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as
interest is calculated on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion
Loan) as of the preceding Distribution Date.  The Certificate Administrator Fee includes the Trustee Fee.

 

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

 

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

 

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

 

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

 

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

 

“Certificateholder”
or “Holder”:  The Person in whose name a Certificate is registered in the Certificate Register or any
beneficial owner thereof; provided, however, that

 


     -18-


     


    
 


solely
for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered
in the name of or beneficially owned by the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any
Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Mortgagor,
a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding
the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed
to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan;
and provided, further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate
thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related
Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action
has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or
waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder
or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller,
solely with respect to any related Mortgage Loan subject to the Asset Review); provided, further, that so long as
there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master
Servicer or the Special Servicer or any such Affiliate thereof, as applicable, shall be entitled to exercise such Voting Rights
with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase
its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply to (i) the
exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or
any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has
certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable.  The Trustee and
the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special
Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. 
All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register.  The Trustee shall be the Holder of
the Lower-Tier Regular Interests for the benefit of the Certificateholders.

 

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


 






     -19-


     


    

 



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

 

“Certification
Parties”:  As defined in Section 11.06.

 

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

 

“Certifying
Person”:  As defined in Section 11.06.

 

“Certifying
Servicer”:  As defined in Section 11.09.

 

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

 

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

 

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

 

“Class A-1
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.12000%.

 

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

 

“Class A-2
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 3.00800%.

 

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

 

“Class A-3
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.89200%.

 

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

 


“Class A-4
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 3.14600%.

 

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

 




     -20-


     


    




 

“Class A-S
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the lesser of
(i) 3.44900% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.

 

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

 

“Class A-SB
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 3.06300%.

 

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

 

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

 

“Class B
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the lesser of
(i) 3.67100% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.

 

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

 

“Class C
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the lesser of
(i) 3.81000% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.

 

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

 

“Class D
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.50000%.

 

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

 

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

 

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

 



 


     -21-


     


    


 

 

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

 


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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 


     -22-


     


    
 



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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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


 






     -23-


     


    



 

“Class V
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest received on or prior
to the related Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof.

 

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

 

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

 

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

 

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


Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

 

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

 

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

 

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

 

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

 

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

 

“Class
X-D Pass-Through Rate”:  The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal
the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through
Rate of the Class D Certificates for such Distribution Date.  The Pass-Through Rate applicable to the Class X-D


 






     -24-


     


    

 


Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

 

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

 

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

 

“Closing
Date”:  December 3, 2019.

 

“CMBS”: 
Commercial mortgage-backed securities.

 

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

 

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

 

“Collection
Account”:  A segregated custodial account or accounts created and maintained by the Master Servicer pursuant
to Section 3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled
“Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage
Pass-Through Certificates, Series 2019-C54, Collection Account”.  Any such account or accounts shall be an
Eligible Account.  Subject to the related Intercreditor Agreement and taking into account that each Companion Loan is
subordinate or pari passu, as


 


     -25-


     


    
 


applicable,
to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described
in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the
Serviced Companion Noteholders, to the extent funds on deposit in such subaccount are attributed to such Companion Loans and shall
not be an asset of the Trust, any Trust REMIC or the Grantor Trust.

 

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

 

“Commission”: 
The Securities and Exchange Commission.

 

“Companion
Distribution Account”:  With respect to any Serviced Companion Loan, the separate account created and maintained
by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders,
which shall be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced
Companion Noteholders of the Serviced Companion Loans, relating to the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial
Mortgage Pass-Through Certificates, Series 2019-C54, Companion Distribution Account”.  The Companion Distribution Account
shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent
on behalf of the Serviced Companion Noteholders.  Any such account shall be an Eligible Account.  Notwithstanding the
foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be
the subaccount referenced in the second paragraph of Section 3.04(b).

 

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

 

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

 

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

 

“Companion
Paying Agent”:  With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion
Paying Agent appointed pursuant to Section 3.27.

 

“Compensating
Interest Payment”:  An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate
amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the
Mortgage Loans (other


 


     -26-


     


    
 


than
Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on
a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than
any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid to the
Master Servicer for such Collection Period, calculated at a rate of 0.00250% per annum, (B) all Prepayment Interest
Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan)
subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable
to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to
the Mortgage Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject
to such prepayment.  In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest
Shortfalls be cumulative.  However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result
of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from
the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage
Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced
Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required
to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request or with the consent of the
Special Servicer or, (ii) so long as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage
Loans other than Excluded DCH Loans, at the request or with the consent of the Directing Certificateholder or (Z) in connection
with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment
for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above
in connection with such Prohibited Prepayments.  For the avoidance of doubt, any portion of a Compensating Interest Payment
attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s), pro rata, in accordance with their respective principal balances.

 

“Consultation
Termination Event”:  At any date at which no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts; provided that no Consultation Termination Event
may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation
Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift
Whole Loan; provided, further, that a Consultation
Termination Event shall be deemed not continuing in the event that the Certificate Balances of the Certificates other than the
Control Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans.

 


     -27-


     


    
 

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

 

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

 

“Control
Termination Event”:  The occurrence of the Certificate Balance of the Class E-RR Certificates (taking into
account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in
accordance with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class;
provided that no Control Termination Event may occur with respect to the Loan-Specific Directing
Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable
to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall not be deemed continuing in the
event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero
as a result of principal payments on the Mortgage Loans.

 

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

 

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

 

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

 

“Corporate
Trust Office”:  The principal corporate trust office of the Trustee and the Certificate Administrator at which
at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the
date of the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South
4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee
at 1100 North Market Street, Wilmington, Delaware 19890, Attention:  CMBS Trustee WFCM 2019-


 


     -28-


     


    
 


C54;
and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention:  Corporate Trust Services (CMBS), WFCM Commercial Mortgage Securities Trust 2019-C54.

 

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

 

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

 

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

 

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

 

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

 

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

 


“CREFC®
Comparative Financial Status Report”:  The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of

 


     -29-


     


    
 

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

 

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

 

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

 

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

 

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

 

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

 

“CREFC®
Intellectual Property Royalty License Fee”:  With respect to each Mortgage Loan and REO Loan (other than
the portion of an REO Loan related to any Companion Loan) and for any Distribution Date, the amount accrued during the related
Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance
of such Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related
interest payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. 
For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the
Master Servicer from the Lower-Tier REMIC.

 

“CREFC®
Intellectual Property Royalty License Fee Rate”:  With respect to each Mortgage Loan and REO Loan, a rate
equal to 0.00050% per annum.

 

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


 


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

 

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

 

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

 

“CREFC®
Loan Liquidation Report”:  A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the


 


     -31-


     


    
 


presentation
of such information and containing such additional information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally.

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

“CREFC®
REO Liquidation Report”:  A report substantially in the form of, and containing the information called for
in, the downloadable form of the “REO Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the


 


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presentation
of such information and containing such additional information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“CREFC®
Total Loan Report”:  A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC®
Website, or in such other form for the presentation of such information and containing such additional information as may
from time to time be


 


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adopted
by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to the Master
Servicer.

 

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

 

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

 

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

 

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

 

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


 


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remaining
related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights
against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising
enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with
respect to any Excluded DCH Loan) unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder
shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably
withheld, conditioned or delayed.

 


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

 

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

 

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

 

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

 

“Cut-off
Date”:  With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in December 2019, or with
respect to any Mortgage Loan that has its first Due Date in January 2020, the date that would have otherwise been the related
Due Date in December 2019.

 

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

 

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


 


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of
DBRS herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

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

 

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

 

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

 

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

 

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

 

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


 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


“Determination
Date”:  With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the
eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing in January 2020.

 

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

 

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

 

(i)      
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and

 


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further
showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit
to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and
an indemnity properly assigned and endorsed to the Trustee);

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(x)    
any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

 

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


 


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agreements
or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan;

 


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

 

(xiii) 
any related mezzanine intercreditor agreement;

 

(xiv) 
all related environmental reports; and

 

(xv)  
all related environmental insurance policies;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(k)               
a copy of all zoning reports;

 

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

 

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


 


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(n)          
a copy of all UCC searches;

 

(o)          
a copy of all litigation searches;

 

(p)          
a copy of all bankruptcy searches;

 

(q)          
a copy of any origination settlement statement;

 

(r)           
a copy of the Insurance Summary Report;

 

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

 


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

 

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

 

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

 

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

 

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

 

“Directing
Certificateholder”:  With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder
shall be the related Loan-Specific Directing Certificateholder and (B) each Mortgage Loan (other than the Servicing Shift Mortgage
Loans and any Excluded Loans), the initial Directing Certificateholder shall be Argentic Securities Income USA LLC, a Delaware
limited liability company.  Thereafter, with respect to the Mortgage Loans described in clause (B) above, the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling
Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from time to time; provided,
however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or


 


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(iii) upon
receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing
Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate
Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided,
however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate
Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance
with the terms of this Agreement.  After the occurrence and during the continuance of a Control Termination Event, the Directing
Certificateholder described in clause (B) above shall only retain its consultation rights to the extent specifically
provided for herein.  After the occurrence and continuance of a Consultation Termination Event, there will be no Directing
Certificateholder as described in clause (B) above.  The Depositor shall promptly provide the name and contact
information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party
may conclusively rely on the name and contact information provided by the Depositor.  The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such
parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest
in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.

 

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

 

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

 

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

 


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Permitted
Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11
of this Agreement.

 

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

 

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

 

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

 

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

 

“Disqualified
Non-U.S. Tax Person”:  With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other
than (a) a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business
within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI
or (b) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class R Certificates to it is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded
for federal income tax purposes.

 

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

 

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

 


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“Distribution
Date”:  The fourth (4th) Business Day following each Determination Date, beginning in January 2020.  The initial
Distribution Date shall be January 17, 2020.

 

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

 

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

 

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

 

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

 

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

 

“EDGAR”: 
As defined in Section 11.03.

 

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

 

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

 


     -43-


     


    
 


extent
rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “A 1” from S&P (or “A-2”
by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less
than “BBB” by S&P) and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be held
in the account for thirty (30) days or less); (iii) such other account or accounts that, but for the failure to satisfy one
or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) and (ii) above,
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or
with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts
not listed in clauses (i) and (ii) above with respect to which a Rating Agency Confirmation has been obtained
from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated
trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution
or trust company that has a long-term unsecured debt rating of at least “A-” from S&P (if the deposits are to
be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “A-1” from
S&P (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate
trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company
is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b).  Eligible Accounts
may bear interest.  No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.

 

“Eligible
Asset Representations Reviewer”:  An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations
and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated (including Risk Retention Affiliated)
with) a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder, a Third Party Purchaser or any of their respective Affiliates (including
Risk Retention Affiliates), (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, a Third Party Purchaser,
any party to this Agreement, the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees,
compensation or other remuneration by any of them in connection with

 


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any
such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in
any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial
interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations
Reviewer (or as Operating Advisor, if applicable).

 

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

 


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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Excess
Interest Distribution Account”:  The trust account or accounts created and maintained as a separate account or
accounts (or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c),
which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2019-C54,
Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class V Certificates, Excess Interest Distribution Account”,
and which must be an Eligible Account (or a subaccount of an Eligible Account).  The Excess Interest Distribution Account
shall be held solely for the benefit of the Holders of the Class V Certificates.  The Excess Interest Distribution Account
shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

“Excess
Modification Fee Amount”:  With respect to either the Master Servicer or the Special Servicer, any Corrected Loan
and any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the

 


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related
Mortgagor with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless
prohibited under the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special
Servicer, as applicable, as compensation within the prior twelve (12) months of such modification, waiver, extension or
amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee.

 

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

 

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

 

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

 

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

 

“Excluded
Controlling Class Holder”:  With respect to any Excluded Controlling Class Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan.  Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder,
as applicable, shall provide notice in the

 


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form
of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall
specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan.  Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form
of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling
Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.  As of the Closing
Date, there are no Excluded Controlling Class Holders related to the Trust.

 

“Excluded
Controlling Class Loan”:  Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination,
the Directing Certificateholder or (except for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift
Whole Loan is an Excluded Controlling Class Loan with respect to the related Loan-Specific Directing Certificateholder) any
Controlling Class Certificateholder is a Borrower Party.  For the avoidance of doubt, if a Mortgage Loan or Whole Loan
is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded DCH Loan.  As of
the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.

 


“Excluded
DCH Loan”:  Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing
Certificateholder or (except for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift Whole Loan
is an Excluded DCH Loan with respect to the related Loan-Specific Directing Certificateholder)  the Holder of the majority
of the Controlling Class is a Borrower Party.  For the avoidance of doubt, any Excluded DCH Loan is also an Excluded
Controlling Class Loan.  As of the Closing Date, there are no Excluded DCH Loans related to the Trust.

 

“Excluded
Information”:  With respect to any Excluded Controlling Class Loan, any information solely related to such
Excluded Controlling Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof),
inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and
which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s
net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than
information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans
at a pool level.  For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting
Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded
Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”. 
Each of the Master Servicer, the Special Servicer and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.33.  For the avoidance of doubt, the Certificate Administrator’s
obligation to segregate any information delivered to it under the “Excluded Information” tab on

 


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the
Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided
in Section 3.26.

 

“Excluded
Loan”:  With respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
any Excluded DCH Loan.  As of the Closing Date, there are no Excluded Loans related to the Trust.

 

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

 

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

 

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

 

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

 

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

 


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

 

“Final
Asset Status Report”:  With respect to any Specially Serviced Loan, the final iteration of the related Asset Status
Report, together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder,
which does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing
Certificateholder with respect to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial
Delivery Date and any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable,
by the Directing Certificateholder pursuant to the Directing Certificateholder Approval Process or following

 


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completion
of the ASR Consultation Process, as applicable.  For the avoidance of doubt, the Special Servicer may issue more than one
Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures described above. 
The Operating Advisor is only required to review Asset Status Reports delivered to it by the Special Servicer.  Each Final
Asset Status Report shall be labeled or otherwise communicated as being “final”.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 


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

 

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

 

“Gain-on-Sale
Reserve Account”:  A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2019-C54,
Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Gain-on-Sale Reserve Account”.  Any such account shall
be an Eligible Account or a subaccount of an Eligible Account.

 

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

 

“Grantor
Trust”:  As defined in the Preliminary Statement.

 

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

 

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

 

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

 


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

 

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

 

“Independent”: 
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X.  When used with respect to any specified Person, any such Person who (i) is
in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together
with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof,
(ii) does not have any material direct financial interest in or any material indirect financial interest in any of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the
Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage
Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with
the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other
Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that
a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the
total assets of such Person.  For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less
of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Insurance
and Condemnation Proceeds”:  All proceeds paid under any Insurance Policy or in connection with the full or partial
condemnation of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the
related Mortgaged 

 


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Property
or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and
in the case of any Mortgage Loan with a related Companion Loan, to the extent that any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.

 

“Insurance
Summary Report”:  With respect to each Mortgage Loan, a report or other summary prepared either by the related
Mortgage Loan Seller or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary
of all insurance policies covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings
of each such provider and the amount of coverage and any applicable deductible.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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initially
in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial
Mortgage Pass-Through Certificates, Series 2019-C54, Interest Reserve Account”, into which the amounts set forth in Section 3.21
shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

“Liquidation
Fee”:  A fee payable to (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect to (x) each
Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced
Loan and (z) each REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer or the
Special Servicer, as applicable, obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any
Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable,
and, in any case, other than amounts for which a Workout Fee has been paid, or will be payable), or (iii) Loss of Value Payment
paid by the responsible party under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (and any related
Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate and (1) the proceeds of such full, partial or
discounted payoff or other partial payment, or (2) the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of
the related costs and expenses associated with the related liquidation) related to such liquidated Mortgage Loan or REO Property,
as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase
of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the
Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after
the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect
to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase
by the Directing

 


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Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds”
(or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the
Extended Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition
of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition
of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option
first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor
Agreement, (d) (x) a repurchase of a Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of
a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing
Agreement within the time period (or extension thereof) provided for such repurchase or such repurchase occurs prior to the termination
of the extended resolution period provided therein or (y) a purchase of a Serviced Companion Loan by any applicable party
to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization, (e) if
a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are
received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole
Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application
of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation
Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents),
or (f) in connection with a Loss of Value Payment by a Mortgage Loan Seller if the applicable Mortgage Loan Seller makes such
Loss of Value Payment within the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period;
provided that the Liquidation Fee with respect to any Mortgage Loan will be reduced by the amount of any Excess Modification
Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as
applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months, but
only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

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

 

“Liquidation
Proceeds”:  Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: 
(i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a
Defaulted Loan or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition
or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment
obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a)
or (B) any REO Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable
Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially
Serviced Loan or REO Property by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer
or the Holders of the Class R 

 


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Certificates
pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable
Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor
Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account
in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount
of the Liquidation Fee (if any) payable to the Special Servicer or the Master Servicer in connection with such Loss of Value Payment,
the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the
Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). 
With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds
to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.

 

“Litigation
Control”:  As defined in Section 3.32.

 

“Loan-Specific
Directing Certificateholder”:  With respect to a Servicing Shift Whole Loan, the “Controlling Holder”,
the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement.  Prior to the applicable Servicing Shift Date, a Loan-Specific
Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing
Shift Control Note.  With respect to each Servicing Shift Whole Loan, on and after the applicable Servicing Shift Date, there
will be no Loan-Specific Directing Certificateholder under this Agreement.  For the avoidance of doubt, there are no Loan-Specific
Directing Certificateholders related to the Trust as of the Closing Date.

 

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

 

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

 

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

 

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

 

“Lower-Tier
Regular Interests”:  Any of the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4,
Class LAS, Class LB, Class LC, Class LD, Class LERR, Class LFRR, Class LGRR and Class LHRR
Uncertificated Interests.

 

“Lower-Tier
REMIC”:  One of two separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans
(exclusive of Excess Interest) and the proceeds

 


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

 

“Lower-Tier
REMIC Distribution Account”:  The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2019-C54,
Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Lower-Tier REMIC Distribution Account”.  Any such account,
accounts or sub-accounts shall be an Eligible Account.

 

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

 

“MAI”: 
Member of the Appraisal Institute.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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principal
of such Mortgage Loan, Whole Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by
the related Mortgage Note.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(i)          the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another 

 


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prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the
Trustee);

 

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

 

(iii)        an original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series
2019-C54” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form
(or, if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted, or to be submitted, for recording);

 

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

 

(v)        an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or
in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo
Commercial Mortgage Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment
submitted or to be submitted for recording);

 

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

 

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

 



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

 

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

 

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

 

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

 

(xii)       the original or copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to such Mortgage
Loan or Serviced Whole Loan;

 

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

 

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

 

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

 

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

 

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

 



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

 

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

 

provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually
received by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified
copy of any document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed
Mortgage Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans
constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage
File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion
Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that
references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy
of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation
of any Assignment in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion
Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the
Trustee shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master
Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements
will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the
Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required
or the requirements of clause (i) of the definition of “Mortgage File” shall otherwise be satisfied) including
a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii),
(v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead be in favor
of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or
a custodian on its behalf, and (f) so long as the Custodian is also the related Non-Serviced Custodian, in connection
with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related Mortgage File (or
any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will be satisfied by the delivery, in
compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements
of clause (i) of the definition of “Mortgage File”) to the custodian under the related Non-Serviced PSA
(in such form as was delivered to the custodian under the related Non-Serviced PSA); provided that (a) the Custodian
shall perform its duties under this Agreement (including, without limitation, Article II), and be liable to the other 

 


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parties
hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the
Mortgage File and as if such Non-Serviced Custodian’s receipt of the documents contained in the related “mortgage
file” delivered under the related Non-Serviced PSA constituted delivery of those same documents to the Custodian under this
Agreement, (b) the Custodian shall not resign as the related Non-Serviced Custodian without giving at least thirty (30) days’
advance written notice of resignation to each other party hereto, and (c) if for any reason the Custodian shall resign as
Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise no longer act as Custodian hereunder or
as the related Non-Serviced Custodian or shall otherwise be required to surrender possession of the related “mortgage file”
delivered under the related Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related
securitization trust), the Custodian shall include the documents contemplated by clauses (ii) through (xix)
above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents were delivered in connection with the
related Other Securitization) that shall be maintained by it or any successor custodian hereunder.

 

“Mortgage
Loan”:  Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group,
each of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual
Crossed Underlying Loan within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan)
transferred and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust.  As used herein,
the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related
Mortgage File and any related agreements.  The term “Mortgage Loan” shall, as of any date of determination, include
any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any
such replaced Mortgage Loan.  For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a
“Mortgage Loan” or an asset of the Trust.

 

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

 

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

 

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

 

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

 

(ii)        
the Mortgagor’s name;

 

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

 



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(iv)        the Mortgage Rate in effect at origination;

 

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

 

(vi)       the original principal balance;

 

(vii)      the Cut-off Date Balance;

 

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

 

(ix) 
      the original and remaining amortization terms;

 

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

 

(xi)       
the applicable Servicing Fee Rate;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(xix)      number of grace days;

 

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

 

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

 

(xxii)     whether such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when
any Principal 

 



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Prepayments
must be accompanied by any Prepayment Premium or Yield Maintenance Charge;

 

(xxiii)   
the Anticipated Repayment Date, if applicable;

 

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

 

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

 

(xxvi)    the Administrative Cost Rate; and

 

(xxvii)   the Due Date.

 

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

 

“Mortgage
Loan Seller”:  Each of (i)  Argentic Real Estate Finance LLC, a Delaware limited liability company, or its
successor in interest, (ii) Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor in interest,
(iii) BSPRT CMBS Finance, LLC, a Delaware limited liability company, or its successor in interest, (iv) Wells Fargo Bank, National
Association, a national banking association, or its successor in interest, and (v) UBS AG, by and through its branch office
at 1285 Avenue of the Americas, New York, New York, an Office of the Comptroller of the Currency regulated branch of a foreign
bank, or its successor in interest.

 

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

 

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

 

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

 

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

 



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

 

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

 

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

 

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

 



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

 

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

 

“Nonrecoverable
Advance”:  Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.  For the avoidance of doubt,
Workout-Delayed Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination
in accordance with the procedures specified herein, and taking into account factors such as all other outstanding Advances, either
(a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections,
Default Interest, Insurance and Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage
Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors),
or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement
Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not
be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.

 

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

 


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


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Officer’s
Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior to the occurrence and continuance
of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of
a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and, in the case of a Serviced Mortgage Loan, any Other Servicer).  The Officer’s Certificate shall set forth such
determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer
or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan
or the related Mortgaged Property).  The Trustee shall be entitled to conclusively rely on the Master Servicer’s or
the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable. 
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.

 

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

 


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

 


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Companion
Loan or related Mortgaged Property).  The Special Servicer shall promptly furnish any party required to make Servicing Advances
hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required
to make Servicing Advances may reasonably request for purposes of making recoverability determinations.  The Trustee shall
be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a Servicing
Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a Servicing Advance is or would be nonrecoverable.  Notwithstanding anything herein to the contrary, if
the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on
such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the
Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing
Advances other than emergency advances (although such request may relate to more than one Servicing Advance).  In the case
of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.  The determination as to the recoverability of any servicing advance or
property protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the
related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the
related Non-Serviced PSA.

 

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

 

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

 

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

 

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

 

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

 

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

 

“Non-Serviced
Intercreditor Agreement”:  Each Intercreditor Agreement relating to a Non-Serviced Whole Loan.

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

“Operating
Advisor”:  Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest
and assigns, or any successor operating advisor appointed as herein provided.

 

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

 

“Operating
Advisor Consultation Event”:  Any time when the Certificate Balances of the Horizontal Risk Retention
Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of such classes) is 25% or less of the Original Certificate Balances of such
classes in the aggregate.

 

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

 


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Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).

 

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

 

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

 

“Operating
Advisor Fee Rate”:  With respect to each Interest Accrual Period related to any applicable Distribution Date, a
per annum rate of 0.00193%.

 

“Operating
Advisor Standard”:  The requirement that the Operating Advisor must act solely on behalf of the Trust and in the
best interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit
of the holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted
a single lender), and not in the best interest of nor for the benefit of any particular Class of Certificateholders (as determined
by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest
arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors,
any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer,
the Directing Certificateholder, any Certificateholder or any of their Affiliates.

 

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

 

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

 



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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

“Other
Securitization”:  As defined in Section 11.06.

 

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

 

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

 

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

 

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

 

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

 


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


 


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

 

“Pari
Passu Companion Loan Holder”:  Any holder of record of any Pari Passu Companion Loan.

 

“Pari
Passu Whole Loan”:  A Whole Loan that consists of a Mortgage Loan and one or more Pari Passu Companion Loans but
does not include an AB Subordinate Companion Loan.  The Pari Passu Whole Loans related to the Trust as of the Closing Date
are the Whole Loans described in the table under the heading “Whole Loans” in the Preliminary Statement hereto as
having a “Companion Loan Type” of “Pari Passu”.

 

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

 

“PCAOB”: 
The Public Company Accounting Oversight Board.

 

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

 

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

 

“Performance
Certification”:  As defined in Section 11.06.

 

“Performing
Party”:  As defined in Section 11.12.

 

“Periodic
Payment”:  With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor or by reason

 


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of
a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by a Mortgagor from time to
time under the related Mortgage Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan
or Companion Loan by reason of default thereunder and without regard to any Excess Interest.

 

“Permitted
Investments”:  Any one or more of the following obligations or securities (including obligations or securities
of the Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator,
if otherwise qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided
for in this definition and which shall not be subject to liquidation prior to maturity:

 

(i)        
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of
which are backed by the full faith and credit of the United States of America that mature in one (1) year or less
from the date of acquisition; provided that any obligation of, or guarantee by, 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 each Rating Agency to any Certificate (or, insofar as
there is then outstanding any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such
class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct
or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing
Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation
certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b)
Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such
obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm”
by S&P, if such obligations mature in 365 days or less;

 

(ii)        
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or
organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal
or state banking authorities that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA
Permitted Investment Rating and the Applicable S&P Permitted Investment Rating; or, in each case, such other rating as would
not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of
Certificates (or, insofar as there is

 


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then
outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities)
as evidenced in writing;

 

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

 

(iv) 
     debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition that, in each case, satisfy
the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating and the Applicable S&P Permitted
Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency); provided, however, that securities issued by any particular corporation will not be Permitted
Investments to the extent that investment therein will cause the then-outstanding principal amount of securities issued by such
corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the
aggregate principal amount of all Permitted Investments in such accounts;

 

(v)       
commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any
corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts
payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) that, in each case,
satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating and the Applicable
S&P Permitted Investment Rating (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency relating to the Certificates and any Serviced Companion Loan Securities);

 

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

 

(vii)
any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more
of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above
with respect to which a Rating Agency Confirmation has been obtained from each

 



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Rating
Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market
or time deposit, obligation, security or investment and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); and

 

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

 

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

 

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

 

“Permitted
Transferee”:  Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other
Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such
Person or the Person

 


     -82-


     


    


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

 

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

 

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

 

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

 

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

 

“Preliminary
Prospectus”  The Preliminary Prospectus, dated November 4, 2019, relating to the Registered Certificates.

 

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

 

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

 



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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

“Privileged
Information”:  Any (i) correspondence between the Directing Certificateholder and the Special Servicer related
to any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has
reasonably determined (and has labeled, identified or otherwise communicated as privileged or confidential information) could
compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party
that is labeled or otherwise identified as Privileged Information or otherwise appears on its face to be strategically sensitive
information, (iii) information subject to attorney-client privilege (that has been labeled, identified or otherwise communicated
as privileged or confidential information) and (iv) any Asset Status

 


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Report
or Final Asset Status Report.  The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability
for any such reliance hereunder.  For the avoidance of doubt, any Asset Status Report shall be “Privileged Information.”

 

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

 

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

 

Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly
or indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party,
(B) any of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above; provided, further, that nothing in this Agreement shall be construed as an obligation of the

 



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Master
Servicer or the Certificate Administrator to restrict access by the Special Servicer or any Excluded Special Servicer to any information
related to any Excluded Special Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held
liable if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan;
provided, further, however, that any Excluded Controlling Class Holder shall be permitted to reasonably
request and to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any
Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party
(if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information).

 

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

 

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

 

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

 

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

 

“Prospectus”: 
The Prospectus, dated November 12, 2019, relating to the Registered Certificates.

 

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

 

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

 

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

 

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

 

(iii)        all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional trust fund

 


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expenses
(except for Liquidation Fees) in respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent
required pursuant to the final paragraph hereof, the related Companion Loan)), if any; plus

 

(iv) 
if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee in
respect of the omission, breach or defect giving rise to the repurchase or substitution obligation including any expenses arising
out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and
any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that
such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an
Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate
Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(l);

 

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

 

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

 

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

 

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

 


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

 

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

 

“Qualified
Replacement Special Servicer”:  A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of Certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced Special Servicer or its affiliate), (iii) is
not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations
under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Operating
Advisor for the replacement special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating
Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the
Certificateholders, (vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) listed
on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Special Servicer”, and (viii) is currently
acting as a special servicer in a transaction rated by KBRA and has not been publicly cited by KBRA as having servicing concerns
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior
to the time of determination.

 

“Qualified
Substitute Mortgage Loan”:  A substitute mortgage loan (other than with respect to the Whole Loans, for which no
substitution will be permitted) replacing a removed

 



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Mortgage
Loan that must, on the date of substitution:  (i) have an outstanding principal balance, after application of all scheduled
payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of
the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which the substitution
occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan, determined without
regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii) have the same Due
Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the
removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining
term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated maturity
of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all
of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental
report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will
be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal
to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion
of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization
period that extends to a date that is after the date five (5) years prior to the Rated Final Distribution Date; (xii) have
comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage
Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the
cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have
been approved by the Directing Certificateholder (so long as a Control Termination Event has not occurred and is not continuing
and the affected Mortgage Loan is not an Excluded DCH Loan); (xv) prohibit defeasance within two (2) years of the Closing
Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition
of a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion
of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that indicates no material
adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a
part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest
then due.  In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described
in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii);
provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to
in clause (v) above shall be determined on a weighted average basis; provided, further, that no individual
Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate,
the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through 

 


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Rate
(and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance
Certificates having a Certificate Balance then outstanding.  When a Qualified Substitute Mortgage Loan is substituted for
a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all
of the requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator and,
prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

“Regulation
D”:  Regulation D under the Act.

 

“Regulation
S”:  Regulation S under the Act.

 

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

 

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

 

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

 



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	Related
Certificates 

	 

	Related
Lower-Tier Regular Interest 


	Class A-1
Certificates

	 

	Class LA1
Uncertificated Interest


	Class A-2
Certificates

	 

	Class LA2
Uncertificated Interest


	Class A-SB
Certificates

	 

	Class LASB
Uncertificated Interest


	Class A-3
Certificates

	 

	Class LA3
Uncertificated Interest


	Class A-4
Certificates

	 

	Class LA4
Uncertificated Interest


	Class A-S
Certificates

	 

	Class LAS
Uncertificated Interest


	Class B
Certificates

	 

	Class LB
Uncertificated Interest


	Class C
Certificates

	 

	Class LC
Uncertificated Interest


	Class D
Certificates

	 

	Class LD
Uncertificated Interest


	Class E-RR
Certificates

	 

	Class LERR
Uncertificated Interest


	Class F-RR
Certificates

	 

	Class LFRR
Uncertificated Interest


	Class G-RR
Certificates

	 

	Class LGRR
Uncertificated Interest


	Class H-RR
Certificates

	 

	Class LHRR
Uncertificated Interest




 

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

 

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

 

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

 

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

 

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

 

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

 

“REO
Account”:  A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to
Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced
Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners,
LLC,

 


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as
Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, REO Account”. 
Any such account or accounts shall be an Eligible Account.

 

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

 

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

 

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

 

“REO
Loan”:  Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as
applicable), deemed for purposes hereof to be outstanding with respect to each REO Property.  Each REO Loan shall be deemed
to be outstanding for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case
of a Non-Serviced Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor,
and otherwise has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including,
without limitation, with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions
to be applied without regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable).  Each REO
Loan shall be deemed to have an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal
balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the
date of the related REO Acquisition.  All amounts due and owing in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest,
shall continue to be due and owing in respect of an REO Loan.  All amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee,
as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO
Acquisition, including, without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional trust fund expenses
and any unreimbursed Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable,
in respect of such Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be
payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan.  In addition, Unliquidated Advances
and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage
Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition
of “Principal Distribution Amount” shall be deemed outstanding until recovered.  Notwithstanding anything to
the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable
to the related Serviced Pari Passu Companion Loan, as applicable, will be available for amounts due to the Certificateholders
or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification payments, Special
Servicing Fees and other reimbursable

 



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expenses
related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a),
or with respect to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.

 

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

 

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

 

“Reportable
Event”:  As defined in Section 11.07.

 

“Reporting
Requirements”:  As defined in Section 11.12.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

“Retaining
Party”: Any Holder of a Risk Retention Certificate, and any successor Holder of all or part of such Risk Retention Certificates. 
The initial Retaining Party will be Argentic Securities Holdings Cayman Limited.

 

“Retaining
Sponsor”: Argentic Real Estate Finance LLC, acting as retaining sponsor as such term is defined under Section 3(b) of
the Risk Retention Rules.

 

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

 

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

 


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

 

“Rialto”: 
Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor in interest.

 

“Risk
Retention Affiliate” or “Risk Retention Affiliated”:  Means “affiliate of”
or “affiliated with”, as such terms are defined in 17 C.F.R. 246.2 of the Risk Retention Rules.

 

“Risk
Retention Certificates”:  The Horizontal Risk Retention Certificates.

 

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

 

“Risk
Retention Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 246), as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission
and the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective, from time to time,
as of the applicable compliance date specified therein.  Any reference to a Section of the Risk Retention Rules shall mean
the subsection of the Risk Retention Rules identified with the same corresponding number as the referenced “Section”. 
For example, “Section 7 of the Risk Retention Rules” means 17 C.F.R. § 246.7.

 

“Rule 144A”: 
Rule 144A under the Act.

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Serviced
AB Whole Loan Controlling Holder”:  With respect to a Serviced AB Whole Loan, the “Directing Lender”
or similarly defined party identified in the related AB

 



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Intercreditor
Agreement.  For the avoidance of doubt, there is no Serviced AB Whole Loan Controlling Holder related to the Trust as of
the Closing Date.

 

“Serviced
Companion Loan”:  A Companion Loan that is part of a Serviced Whole Loan.

 

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

 

“Serviced
Companion Noteholder”:  Any holder of record of any Serviced Companion Loan.

 

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

 

“Serviced
Mortgage Loan”:  A Mortgage Loan that is part of a Serviced Whole Loan.

 

“Serviced
Pari Passu Companion Loan”:  A Pari Passu Companion Loan that is part of a Serviced Whole Loan.

 

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

 

“Serviced
Pari Passu Companion Loan Securities”:  For so long as the related Mortgage Loan or any successor REO Loan is in
the Trust Fund, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.

 

“Serviced
Pari Passu Mortgage Loan”:  Each Mortgage Loan that is part of a Serviced Pari Passu Whole Loan.

 

“Serviced
Pari Passu Whole Loan”:  A Pari Passu Whole Loan that is a Serviced Whole Loan.  The table and footnotes under
the heading “Whole Loans” in the Preliminary Statement hereto identify the Serviced Pari Passu Whole Loans related
to the Trust as of the Closing Date.

 

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

 

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

 

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

 


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

 

“Serviced
Whole Loan”:  A Whole Loan that is serviced and administered pursuant to this Agreement.  As of the Closing
Date, each Whole Loan identified as a “Serviced Whole Loan” or “Servicing Shift Whole Loan” under the
heading “Whole Loan Type” in the Preliminary Statement hereto is a Serviced Whole Loan. After the related Servicing
Shift Date, a Servicing Shift Whole Loan will cease to be a Serviced Whole Loan.

 

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

 

“Serviced
Whole Loan Remittance Date”:  With respect to any Serviced Companion Loan:  (i) the date specified as
the applicable remittance date (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable
remittance date (or equivalent concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) one
(1) Business Day after the Determination Date or (B) the fifteenth (15th) day of each calendar month (or, if the
fifteenth (15th) calendar day of that month is not a Business Day, then the Business Day immediately succeeding such fifteenth
(15th) calendar day), provided, however, that such Serviced Whole Loan Remittance Date under this clause (ii)
shall not be earlier than two (2) Business Days following the date the Master Servicer receives the related Periodic Payment
with respect to such Serviced Whole Loan.

 

“Servicer
Termination Event”:  As defined in Section 7.01(a).

 

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

 

“Servicing
Advances”:  All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in
respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable
or (b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other
than an REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and
clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations
set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and the
priority of a Mortgage, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature
described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any
enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing,
management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid
as a “Servicing Advance”.  Notwithstanding anything to the contrary, “Servicing Advances” shall not
include allocable 

 


     -100-


     


    


overhead
of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party
in connection with its purchase of a Mortgage Loan or REO Property.  None of the Master Servicer, the Special Servicer or
the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to
the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.

 

“Servicing
Criteria”:  The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended
from time to time and which as of the Closing Date are listed on Exhibit AA hereto.

 

“Servicing
Fee”:  With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan,
and any REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).

 

“Servicing
Fee Rate”:  With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate
includes, in each such case, the rate at which applicable master, primary and sub-servicing fees accrue (other than in respect
of a Non-Serviced Mortgage Loan, with respect to which the primary and sub-servicing fees are included in the related Non-Serviced
Primary Servicing Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or
REO Loan in the same manner in which interest is calculated in respect of such loans (provided, however, that with
respect to any Servicing Shift Mortgage Loan on or after the applicable related Servicing Shift Date, the Servicing Fee Rate shall
be reduced by the related Non-Serviced Primary Servicing Fee Rate); (ii) each Serviced Pari Passu Companion Loan (other than a
Pari Passu Companion Loan that is part of a Servicing Shift Whole Loan), 0.00250% per annum; and (iii) each Serviced
Pari Passu Companion Loan that is part of a Servicing Shift Whole Loan, a per annum rate equal to the “Non-Serviced
Primary Servicing Fee Rate” in the table and footnotes under the heading “Whole Loans” in the Preliminary Statement
hereto, in each case computed on the basis of the Stated Principal Balance of the related Serviced Pari Passu Companion Loan in
the same manner in which interest is calculated in respect of such loan.

 

“Servicing
File”:  A photocopy of all items required to be included in the Mortgage File, together with each of the following,
to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to
the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File
relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer:  (i) a
copy of any engineering reports or property condition reports; (ii) other than with respect to a hospitality property (except
with respect to tenanted commercial space within a hospitality property), copies of a rent roll and, for any office, retail, industrial
or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related
Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions
(excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications
or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance

 



     -101-


     


    



and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related
Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the
lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating
to the relevant Mortgaged Property.

 

“Servicing
Function Participant”:  Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing
activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the
Mortgage Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the
Depositor reasonably determines that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting
requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing
Criteria of such Person.  The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. 
Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).

 

“Servicing
Officer”:  Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer
involved in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name
and specimen signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional
Servicer to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list
may be amended from time to time thereafter.

 

“Servicing
Shift Control Note”:  With respect to any Servicing Shift Whole Loan, as of any date of determination, the note
or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole
Loan including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the
related Non-Serviced Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms
of the related Intercreditor Agreement for such Servicing Shift Whole Loan.  The table and footnotes under the heading “Whole
Loans” in the Preliminary Statement hereto identify the Servicing Shift Control Note for each Servicing Shift Whole Loan.

 

“Servicing
Shift Date”:  With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control
Note is included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Control Note provides each of
the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Control Note is
to be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee.  Each of the respective dates
on which each of the Servicing Shift Control Notes is included in a securitization

 


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trust
is a Servicing Shift Date related to the Trust (subject to the proviso in the immediately preceding sentence).

 

“Servicing
Shift Mortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.

 

“Servicing
Shift Whole Loan”:  Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Mortgage
Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is
expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing
Shift Control Note on the related Servicing Shift Date.  The table and footnotes under the heading “Whole Loans”
in the Preliminary Statement hereto identify the Servicing Shift Whole Loans related to the Trust.

 

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

 

“Servicing
Transfer Event”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced
Companion Loan, the occurrence of any of the following events:

 

(i)        
the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer,
on or before the due date of such Balloon Payment, documentation (and the Master Servicer shall be required to promptly forward
such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does
not occur before the expiration of the time period for refinancing or sale specified in such documentation or (y) the Master
Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in
respect of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing or sale, a Servicing
Transfer Event will occur immediately); or

 

(ii)        
the related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other
than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied
for sixty (60) days; or

 

(iii)        the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Control Termination
Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the

 



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Directing
Certificateholder (other than with respect to an Excluded DCH Loan), unless a Consultation Termination Event has occurred and
is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material payment (other
than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable
future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject
payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special
Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance with
the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded
DCH Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred
and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded DCH Loan),
unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon Payment is likely
to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the
date on which such Balloon Payment will become due (or, if the Mortgagor has delivered, on or prior to the date of the Balloon
Payment, documentation reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and
the Master Servicer or the Special Servicer, as applicable, shall promptly forward such documentation to the Directing Certificateholder)
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days
following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing
Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special
Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded DCH Loan), unless a Control Termination Event has occurred and is continuing or (B) if
a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other
than with respect to an Excluded DCH Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the
Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing
or sale is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or

 

(iv)        there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the
failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,
unless such default has been waived in accordance with Section 3.07 or 3.18) under the related Mortgage Loan
documents, other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable
judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of
the Directing Certificateholder (other than with respect to an Excluded DCH Loan), unless a Control Termination Event has

 


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occurred
and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing
Certificateholder (other than with respect to an Excluded DCH Loan), unless a Consultation Termination Event has occurred and
is continuing), materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole
Loan or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan,
the interests of the related Serviced Companion Noteholder(s)), which default has continued unremedied for the applicable cure
period under the terms of such Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days);
or

 

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

 

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

 

(vii)       the related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or

 

(viii)      the Master Servicer or the Special Servicer, as applicable, shall have received notice of the commencement of foreclosure or similar
proceedings with respect to the corresponding Mortgaged Property; or

 

(ix)       
the Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded DCH Loan), unless a Control Termination Event has occurred and is continuing) determines
that (i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of
the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such default has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan
documents (other than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default
will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu
Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced
Pari Passu Companion Loan Holder) and (iii) the default is

 


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likely
to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is
specified and the default is capable of being cured, for sixty (60) days;

 

provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. 
If any Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially
Serviced Loan.  If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall
also become a Specially Serviced Loan.  With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing
Transfer Event” shall be as defined in the Non-Serviced PSA.

 

“Significant
Obligor”:  As defined in Section 11.16.

 

“Significant
Obligor NOI Quarterly Filing Deadline”:  With respect to each calendar quarter (other than the fourth calendar
quarter of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately
following the date on which financial statements for such calendar quarter are required to be delivered to the related lender
under the related Mortgage Loan documents.

 

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

 

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

 

“Sole
Certificateholder”:  Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate
or a Holder of a Definitive Certificate holding 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR
and Class H-RR Certificates; provided, however, that the Certificate Balances of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates have
been retired.

 

“Special
Notice”:  As defined in Section 5.06.

 

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

 

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

 

“Special
Servicing Fee Rate”:  With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced
Mortgage Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance
of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated
on such Specially Serviced Loan; and (b) if the rate in clause (a) would result in a

 


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Special
Servicing Fee that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially
Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500,
for such month with respect to such Specially Serviced Loan or REO Loan.

 

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

 

“Sponsors”: 
The Mortgage Loan Sellers.

 

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

 

“Stated
Principal Balance”:  With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added
to the Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:

 

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

 

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

 

(iii)        the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan)
and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution); and

 

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

 

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

 

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

 


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(ii)  
      the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.

 

A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.

 

With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date.  On any date of determination, the Stated Principal Balance of each Whole Loan shall
equal the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable,
on such date.

 

With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the
related Intercreditor Agreement.

 

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

 

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

 

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

 

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

 

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

 

“Sub-Servicer”: 
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.

 


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

 

“Substitution
Shortfall Amount”:  With respect to a substitution pursuant to Section 2.03(b), an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution.  In the event that one or more Qualified Substitute Mortgage
Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution
Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the
Mortgage Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).

 

“Surviving
Entity”:  As defined in Section 6.03(b).

 

“Tax
Returns”:  The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC
due to its respective classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal
Revenue Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any
and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable
State and Local Tax Law.

 

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

 

“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included
in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund
(such Appraisals in this clause (2) to be conducted by an Independent MAI-designated appraiser selected by the Special
Servicer and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and continuance of a Control
Termination Event, with respect to the Controlling Class approval), and (3) if a Mortgaged Property secures a Non-Serviced
Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata
portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer
in accordance with clause (2) above.

 

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

 

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

 

“Transaction
Parties”:  As defined in Section 5.03(t).

 


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

 

“Transfer
Restriction Period”:  The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which
the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates
has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Closing
Date; and (iii) two years after the Closing Date; (b) the date on which all of the Mortgage Loans have been defeased in accordance
with §43.7(b)(8)(i) of the Risk Retention Rules; and (c) the date on which the Risk Retention Rules have been effectively
abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing
Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.

 

“Transferable
Servicing Interest”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor
REO Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing
and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is
subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.  For the avoidance of doubt,
the Transferable Servicing Interest with respect to each Mortgage Loan is zero.

 

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

 

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

 

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

 

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

 

“Trust”: 
The trust created hereby and to be administered hereunder.  The Trust shall be named “Wells Fargo Commercial Mortgage
Trust 2019-C54”.

 

“Trust
Fund”:  The corpus of the Trust created hereby and to be administered hereunder, consisting of:  (i) such
Mortgage Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing
a removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan,
the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest
therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under
the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special

 



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Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest
therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein);
(vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related
Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve
Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the Collection Account
(to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such Gain-on-Sale Reserve Account), and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements
(to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts
and any reserve accounts, to the extent such interest belongs to the related Mortgagor).  For the avoidance of doubt, no
Retained Defeasance Rights and Obligations will be assets of the Trust.

 

“Trust-Related
Litigation”:  As defined in Section 3.32.

 

“Trust
REMIC”:  As defined in the Preliminary Statement.

 

“Trustee”: 
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.

 

“Trustee
Fee”:  The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement,
which fee is included as part of the Certificate Administrator Fee.  No portion of the Trustee Fee shall be calculated by
reference to any Companion Loan or the Stated Principal Balance of any Companion Loan.  The Trustee Fee shall be equal to
$290 per month and shall be paid as a portion of the Certificate Administrator Fee.

 

“UBS
AG”: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, an Office of the
Comptroller of the Currency regulated branch of a foreign bank, or its successor in interest.

 

“UCC”: 
The Uniform Commercial Code, as enacted in each applicable state.

 

“UCC
Financing Statement”:  A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant
jurisdiction.

 

“Underwriters”: 
Wells Fargo Securities, LLC, UBS Securities LLC, Academy Securities, Inc. and Drexel Hamilton, LLC.

 


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

 

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

 

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

 

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

 

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

 

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

 

“Upper-Tier
REMIC Distribution Account”:  The segregated account or accounts (or a subaccount of the Distribution Account)
created and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in
trust for the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Upper-Tier REMIC Distribution
Account”.  Any such account or accounts shall be an Eligible Account.

 

“U.S.
Dollars” or “$”:  Lawful money of the United States of America.

 

“U.S.
Tax Person”:  A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the

 


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administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have
elected to be treated as U.S. Tax Persons).

 

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

 

“Weighted
Average Net Mortgage Rate”:  With respect to any Distribution Date, the weighted average of the applicable Net
Mortgage Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection
Period, weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after
giving effect to any payments received during any applicable Grace Period).

 

“WHFIT”: 
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.

 

“WHFIT
Regulations”:  Treasury Regulations Section 1.671-5, as amended or successor provisions.

 

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

 

“Whole
Loan”:  A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured
by the same Mortgaged Property.  The table and footnotes under the heading “Whole Loans” in the Preliminary
Statement hereto identify the Whole Loans related to the Trust.  With respect to each Whole Loan, references herein to each
such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion
Loan(s).

 


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“Withheld
Amounts”:  As defined in Section 3.21(a).

 

“Workout-Delayed Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.  That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.

 

“Workout Fee”:  The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).

 

“Workout Fee Rate”:  With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan.

 

“XML”:  Extensible Markup Language.

 

“Yield Maintenance Charge”:  With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge may be.

 

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

 

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

 

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


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Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan, on which interest accrues.

 

(iii)  Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a), and Section 4.01(c) (b) any Realized Losses allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).

 

(iv) 
Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect
to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of
“Servicing Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount
rate (a) for principal and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the
Special Servicer of a Defaulted Loan, the highest of (x) the rate determined by the Master Servicer or the Special
Servicer, as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar
non-defaulted debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage
Loan or Serviced Companion Loan based on its outstanding principal balance and (z) the yield on 10-year
U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property cash flow,
the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged
Property.

 

(v)   Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate Companion Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


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[End of Article I]

 

ARTICLE
II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF 

CERTIFICATES

 

Section 2.01   
Conveyance of Mortgage Loans.  (a)  The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee,
in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including
any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the
Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the
Mortgage Loan Purchase Agreements and Sections 19 and 20 of the Mortgage Loan Purchase Agreement between the Depositor, BSPRT
Finance; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security agreements
(to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease
enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest
therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s
interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment
income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein);
(xii) the Lower-Tier Regular Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on
deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively,
the “Conveyed Property”).  Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable
on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date;
(iii) with respect to those Mortgage Loans that were closed in December 

 


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2019 but have their first Due Date in January 2020, any interest amounts relating to the period prior to the Cut-off Date; and (iv) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans for which Argentic, BSPRT, UBS AG, Wells Fargo Bank, National Association or Rialto is the related Mortgage Loan Seller).  The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale.  In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 and 20 of the Mortgage Loan Purchase Agreement between the Depositor, BSPRT Finance and BSPRT, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.

 

(b)       
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall
direct, and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable
Mortgage Loan Purchase Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian,
(A) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee
or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the
original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as
specified in clause (i) of the definition of “Mortgage File”) and (B) on or before the date that is
45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of
a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered or
deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and originals of
letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan.  If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the
delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed
to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage
Note, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee
and the Trust.  If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the
definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon
(if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such
document or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date, for filing or
recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a
duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or
recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or before
the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof
(certified by


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the appropriate
county recorder’s office or the applicable title insurance company, in the case of the documents and/or instruments
referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of the
original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within
one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is,
as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or
county recorder’s office such original or photocopy).  If the applicable Mortgage Loan Seller is required to, but
cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage
File,” with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason,
including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have
been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed
to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of
filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title
insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered to the
Custodian on or before the date set forth herein.  Neither the Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b).  If, on the Closing Date as to any Mortgage Loan, subject
to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable
form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to
in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File” solely because of
the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller
may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of
such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer
period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan
Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing
office or county recorder’s office the applicable filing or recording information as to the related document or
instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such
assignments shall be subject to clause (e) and clause (f) of the first proviso to the definition of
“Mortgage File” herein.  As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is
responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in
clause (iii), clause (v), or clause (x) of the definition of “Mortgage


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File”, and
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such
Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording
or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such
assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as
contemplated by Section 2.01(c) of this Agreement.  Notwithstanding anything herein to the contrary, with
respect to letters of credit referred to in clause (xii) of the definition of “Mortgage File”, the
applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in
the name of, or assigned to, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust
2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54”), and a copy to the Custodian or, if such
original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or
amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as
titled above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust
in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable Mortgage Loan
Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating that such document has been
delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying that it
holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian
within forty-five (45) days after the Closing Date.  If a letter of credit referred to in the previous sentence is
not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall
deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related
Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the
Custodian within forty-five (45) days of the Closing Date.  If not otherwise paid by the related Mortgagor, the
applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order
for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable
requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such
letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.

 

(c)        Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording office.  On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in

 


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Section 2.01(b).  Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each Assignment.  Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee).  Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt.  If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate.  If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File.  In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.  The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted.  Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.

 


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(d)      
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial statements, operating statements and any other information provided by
the respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal
communications (including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis
(including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft
documents, attorney-client communications that are privileged communications or constitute legal or other due diligence
analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be a part of a Mortgage
File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage
Loan, together with copies of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable
Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date (except that copies of
any instruments of assignment that are returned to the Custodian by the related public recording office in accordance with
the requirements of Section 2.01(c) shall be delivered by the Custodian to the Master Servicer when the originals
are returned to the Custodian) and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of
the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related
Companion Holder; provided that the parties hereto acknowledge and agree that some or all of the items in this Section 2.01(d)
have, as of the Closing Date, been posted to websites to which various parties to this Agreement have access, and if any such
items have been so posted to any such website(s) to which the Master Servicer has access, such items will be deemed to have
been delivered to the Master Servicer in accordance with this Section 2.01(d); and provided, further,
that if the Master Servicer is unable to download such items from such website(s) after making reasonable efforts to do so
and provides notice (which may be delivered by electronic means) to the Mortgage Loan Seller, the Depositor shall cause such
Mortgage Loan Seller to deliver such items to the Master Servicer by such means as may be reasonably acceptable to the Master
Servicer.  Such documents and records shall be any documents and records (with the exception of any items excluded under
the immediately preceding sentence) that would otherwise be a part of the Servicing File.

 

(e)        In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.

 

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

 

(g)        With respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 18, 23 and 42 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective

 


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Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).  If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.

 

(h)       
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage
Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by
uploading such Diligence Files to the Designated Site.  Promptly upon completion of such delivery of the Diligence Files
(but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide
the Depositor a certificate (with a copy (which may be sent by e-mail) to each of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations
Reviewer and the Operating Advisor certifying that the electronic copies of the documents and information uploaded to the
Designated Site constitute all documents and information required under the definition of “Diligence File” and
such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by
the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).

 

(i)         Within two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File and any Initial Schedule AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus in Excel format to the Master Servicer via electronic email to ssreports@wellsfargo.com.

 

(j)         Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180 days after the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of the Servicing Shift Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date in which case such amendment shall be effected in


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accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing Shift Date, the Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.

 

Section 2.02    Acceptance by Trustee.  (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with respect to each Mortgage Loan (or electronically recorded copies thereof) and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable.  If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.

 

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

 


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the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.  With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s office).

 

(c)       
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule
(other than any related Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically
identified in any exception report annexed to such writing) that, (i) subject to the first proviso of the definition of
“Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its
possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been
reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if
applicable, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in
the definition of “Mortgage Loan Schedule” is correct.

 

(d)       Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded DCH Loan and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be


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held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer
a letter of credit in such amount, with a copy to the Custodian).  Such funds or letter of credit, as applicable, shall be
held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such
Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer
shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the
Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in
the event of a repurchase or substitution by the related Mortgage Loan Seller.  Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage
Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the
Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery.  In the event
of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage
Loan Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in
accordance with Section 2.03(b).  All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller.  Such funds shall be treated as an
“outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC,
is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain
liable for any taxes payable on income or gain with respect thereto.

 

(e)        It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in


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clause (viii) of
the definition of the “Mortgage File”, whether the insurance is effective as of the date of the
recordation, whether all endorsements or riders issued are included in the file or if the policy has not been issued whether
any acceptable replacement document has been dated the date of the related Mortgage Loan funding.  Further, with respect
to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC
Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume,
for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that
the related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors
are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular
UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement
filing).  The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national
forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format
suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with
then-current laws.

 

(f)        If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting a part of a Mortgage File and required to be delivered or caused to be delivered by the applicable Mortgage Loan Seller (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).

 

(g)        If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or the Special Servicer by another party hereto), then the Repurchase Request


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Recipient shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.

 

Each 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.

 

A Repurchase
Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines.  The Mortgage Loan Purchase Agreements will provide that (i) any
15Ga-1 Notice provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers
and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121
of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a
Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g) by a
Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the
Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to
any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.

 

In the event that the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence:  “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.”  Upon receipt of such 15Ga-1 Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request.  In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.

 

If the Depositor, the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has

 


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been previously received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable.  Any such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.

 

In the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer shall promptly notify the Depositor of such repurchase or replacement.

 

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

 

(i)   
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North
Carolina, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of
this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions
contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans
in accordance with this Agreement;

 

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

 

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

 

(iv)  There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court or by or before any other

 


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governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and

 

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

 

(b)       
After receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan
Seller, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the
applicable Mortgage Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan
Seller’s discovery of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan
not being a Qualified Mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this
Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party to this Agreement
(such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all
material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable
additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected
Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such
affected Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution
Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this
Agreement; provided, however, that except with respect to a Material Defect resulting solely from the failure
by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance
required pursuant to clause (viii) of the definition of Mortgage File by a date not later than
eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured
within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the
cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional
ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety
(90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to
repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be
permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan
Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly
deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special
Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded DCH Loan, prior to the
occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason
such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates


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that such Material
Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect
is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related
Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to
defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months
after the Closing Date for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special
Servicer and the Directing Certificateholder (in the case of the Directing Certificateholder, prior to the occurrence and
continuance of a Consultation Termination Event) and the Certificate Administrator no less than every ninety (90) days,
beginning at the end of such Extended Cure Period, that such Material Defect is still in effect solely because of its failure
to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such Material
Defect (specifying the actions being taken).  Notwithstanding the foregoing, any Defect or Breach which causes any
Mortgage Loan not to be a Qualified Mortgage) shall be deemed to materially and adversely affect the interests of
Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach
during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended
Cure Period described in the preceding sentence.  If the affected Mortgage Loan is to be repurchased, the funds in the
amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the
Master Servicer for deposit into the Collection Account.

 

If a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust (and, with respect to any Mortgage Loan other than an Excluded DCH Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.  The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller.  If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.  This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.

 


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With respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.

 

If any Breach
that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any
particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any
particular action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such
Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of
immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach
and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to
the Asset Representations Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan; provided that in the event any such costs and
expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses.  Except as provided in the proviso to the immediately
preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making
such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.  To the
extent that any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained
from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or
expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller.  Periodic
Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of
substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the
related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the
related date of repurchase or substitution, shall be part of the Trust Fund.  Periodic Payments due with respect to each
Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the
Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust
Fund and are to be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer who shall remit such
funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following
receipt.  Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay
in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect
to) the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or
this Article II if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such
Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase
Agreement, or this Agreement, to provide prompt notice as required by the terms of the

 


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applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure to provide notice (as required by the terms of the applicable Mortgage Loan Purchase Agreement or this Agreement) prevented the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise curable.  Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.

 

Pursuant to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC, (B) result in the disqualification of the Grantor Trust as a grantor trust under the relevant provisions of the Code, or (C) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

 

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

 

(c)        Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed to have a Material Defect:  (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence

 



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from the related
Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no
Defect (except the Defects previously described in sub-clauses (ii) through (vi) of this Section 2.03(c))
shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related
Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related
Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan
previously described in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be
considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such
Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period after
receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. 
Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a
lender’s title insurance policy, as provided in clause (viii) of the definition of
“Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall
not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not
later than eighteen (18) months following the Closing Date.  Notwithstanding the foregoing, to the extent a
Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related
Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02
above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document,
and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a
claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase
Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for
in Section 8.01.

 

(d)       In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted

 


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Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.

 

(e)        Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BSPRT, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Sections 19 and 20 thereof.

 

(f)        The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.  Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders in accordance with the Servicing Standard.  Any costs incurred by the Master Servicer or the Special Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances to the extent not otherwise provided for herein.  The Master Servicer or the Special Servicer, as applicable, shall be reimbursed for the reasonable costs of such enforcement:  first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection Account.  Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.

 

(g)        If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan.  The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided,

 


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however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Enforcing Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.

 

(h)       
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03 and
(ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be
deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed
Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other
Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria.  In the event that the remaining
Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the
applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s)
as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the
related Crossed Mortgage Loan Group.  Any reserve or other cash collateral or letters of credit securing the Crossed
Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan
documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.  Except
as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.

 

(i)         Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the related Mortgage Loan Seller may repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.

 

(j)         With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required or elects to repurchase or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement,

 


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forbear from
enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against
the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary
Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the
ability of the other party to exercise its remedies against its Primary Collateral.  If the exercise of the remedies by
one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing
the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to
remove the threat of material impairment as a result of the exercise of remedies.

 

(k)    (i)  In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer.  The Enforcing Servicer shall then promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement.  Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.

 

(ii)   In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other than any Loan-Specific  Directing Certificateholder that is a Mortgage Loan Seller or an Affiliate thereof) identifies a Material Defect with respect to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).  The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.

 

(iii)  In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.  Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller.  A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided by law.

 

(iv)  Within two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the Special Servicer, the Directing

 


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Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially Serviced Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such Repurchase Request.  The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan.  Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File and other material, the Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.

 

(l)         (i)  After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), and if applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com), indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”).  The Certificate Administrator will be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s Website.  The Proposed Course of Action Notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices (c) a statement that the responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator.  The Certificate Administrator shall, within fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer.  The Certificate Administrator shall only count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining

 


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whether the related Certificateholder agrees or disagrees with the Proposed Course of Action.  The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders regarding such Proposed Course of Action.  For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator.  The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders.  If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including non-binding arbitration) or arbitration.  In the event (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration, such additional responses from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.

 

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

 

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


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with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date.  The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations.  No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

 

(iv)  If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.

 

(v)   If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration.  If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration).  If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing

 


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Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.

 

(vi) 
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced
litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the
best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any
applicable statute of limitations.

 

(vii) In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.

 

(viii) For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder or to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures described herein.

 

(ix)   Subject to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.

 

(m)   If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:

 

(i)     The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.

 

(ii)    The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider.  Upon being supplied a list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.  The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

 


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

 

(iv)   The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.

 

(v)    The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

 

(vi)   Out of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration) shall be reimbursable as a Servicing Advance.

 

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

 

(i)     The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration Services Provider.

 

(ii)   The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider.  Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference.  The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

 

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

 

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

 


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prehearing and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.

 

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

 

(vi)  The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any post-hearing submissions.  The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate.  In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion.  The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.  The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.

 

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

 

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

 

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

 

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

 

(ii)     If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration panel, solely by

 


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application in the Southern District of New York if such court shall have subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York.  The arbitration proceedings shall not be stayed unless so ordered by the court.

 

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

 

(iv)  In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard.  All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account.  The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

 

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

 

(vi)  The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration.  Each party to the proceedings shall be required to agree to


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keep
confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such
procedures; provided, however, that (A) the Certificateholders shall be permitted to communicate prior to
the commencement of any such proceedings to the extent provided in Section 5.06 and (B) the Enforcing Servicer
shall be permitted to include such information in any 15Ga-1 Notice as it is required pursuant to Section 2.02(g).

 

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

 

(viii)  In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then utilize the alternative method.

 

(ix)    Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.

 

Section 2.04    Execution of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.  Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and such Certificates evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class V Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.

 


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

 

[End of Article II]

 

ARTICLE
III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

 

Section 3.01    Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties.  (a)  Each of the Master Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion Loan.  With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions.  To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced Companion Loans in accordance with the higher of the following standards of care:  (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted a single

 


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lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature, as applicable, of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from:  (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).

 

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

 

Without limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure

 


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results from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder.  The Master Servicer, in its capacity as the Master Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties under this Agreement.  The Special Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the performance by the Master Servicer, in its capacity as the Master Servicer, of its duties under this Agreement.  Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).  Without limiting the foregoing, subject to Section 3.19 and in accordance with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan and any related Serviced Companion Loan.  The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.  After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.  Such contact shall be coordinated through and with the cooperation of the Master Servicer.  No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon).  Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans.  No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.

 

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

 


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related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Section 3.08, Section 3.18 and Section 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph).  The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents.  Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.  Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent:  (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.

 

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

 


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Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor.  To the extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.  To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses.  The Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.

 

(d)       The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

 

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

 

(f)        Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.  If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer in connection with making a draw under such letter of credit.  If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses

 


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as and to the extent required under the applicable Mortgage Loan Purchase Agreement.  If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.  The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.  Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.

 

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

 

(h)        Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.

 

(i)         The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor Agreement.  The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.

 

(j)         Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, 

 


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judgments, and any other costs, liabilities, fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day.  With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.

 

(k)        Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related Non-Serviced PSA.  The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.  In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.

 

(l)        
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating


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Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.

 

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

 

(n)        In connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer (if such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.

 

(o)        For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.  The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.

 

(p)        Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing Standard.

 

Section 3.02    Collection of Mortgage Loan Payments.  (a)  Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, that with respect to each ARD Loan, so long as the related

 


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Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents.  The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan.  Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall have no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded DCH Loan.

 

(b)       
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with
the express provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however,
that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to
the extent otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts
collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor,
Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan,
exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement)
shall be applied in the following order of priority:

 

first, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and

 


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unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;

 

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

 

third, to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth  below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i) of this clause third  that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

 

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

 

fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative
amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in
connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction
Amounts but for such P&I Advance not having been made as a result of a determination that such
P&I Advance would have been a Nonrecoverable Advance and (B) any unpaid interest (exclusive of default interest and
Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such
Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and
as to which no P&I Advance was made (in each case, to the extent collections have not been allocated as recovery of such
accrued and unpaid interest pursuant to this clause fifth  on earlier dates);



 


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sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;

 

seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

 

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

 

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

 

tenth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

 

eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

 

twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

 

thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;

 

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

 

(ii)   Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in 

 


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the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:

 

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

 

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

 

third, to the extent not previously so allocated pursuant to clause first  or second above, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i)  accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth  below or clause fifth  of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i) of this clause third  that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

 

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

 

fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency


 






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Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth  or clause fifth  of the prior paragraph on earlier dates);


 

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

 

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

 

eighth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

 

ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

 

tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;

 

provided that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.

 

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

 

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


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(d)       In the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess Interest prior to the Determination Date for any Collection Period, the Special Servicer, if applicable, shall notify the Master Servicer no later than one (1) Business Day after such Determination Date and the Master Servicer shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).

 

(e)        With respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer may continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent with the Mortgage Loan documents or the Servicing Standard.

 

(f)        Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage Loan, promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA.  The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.

 

Section 3.03    Collection of Taxes, Assessments and Similar Items; Servicing Accounts.  (a)  The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable, the Companion Loan documents.  Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholders collectively, but this shall not be construed to modify 

 


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the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement.  Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section 3.06.  Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents.  Withdrawals of amounts so deposited from a Servicing Account may be made only to:  (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.  As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account.  If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.

 

(b)       
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related
Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of
insurance premiums and any ground rents payable in respect thereof.  The Special Servicer, in the case of REO Loans
(other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case of all other related
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable
efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing
Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or
similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the
case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
Companion Loan.  Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and
administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance
with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the
Servicing Standard.  To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related
Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes,

 


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assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.

 

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

 


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

 

Any request by
the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be
entitled to conclusively rely on such determination, provided that the determination shall not be binding on the
Master Servicer or Trustee.  On the first Business Day after the Determination Date for the related Distribution Date,
the Special Servicer shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously
made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing
Advance.  The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination
shall not be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of
such determination to make its own determination that any Advance is a Nonrecoverable Advance.  If the Special Servicer
makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a
Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance.  If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Whole Loan, if
made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan previously made, would be, or is, as
applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable Other
Servicer written notice of such determination within two (2) Business Days of the date of such determination.  All such
Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). 
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments
and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without
limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to
the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable,
notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit.  If
the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods), to
the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. 
Notwithstanding anything herein to the contrary, no Servicing Advance shall be

 


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required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.  In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations.  The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.

 

Notwithstanding anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans).  The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).  The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan.  The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.

 

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


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

 

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

 

Section
3.04    The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Excess Interest
Distribution Account.  (a)  The Master Servicer shall establish and maintain, or cause to be established and
maintained, the Collection Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis and in
no event later than the second Business Day following receipt of available and properly identified funds (in the case of payments
by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein,
the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments
shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received
from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 


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with this Section 3.04(a), provided, that to the extent that any of the foregoing amounts are received after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of such amounts.  Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c).  With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.  Funds in the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.  As of the Closing Date, the Collection Account shall be located at the offices of Wells Fargo Bank, National Association.  The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.

 

(b)        The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account, the Interest Reserve Account, and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), and (iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V Certificates.  The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).

 

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

 

On each Serviced Whole Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable Serviced Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided, however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k).  With respect to any Serviced Whole

 


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Loan, in the event the Master Servicer has received written notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari Passu Companion Loan and the Master Servicer subsequently receives late collections in respect of such advanced payment, the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such late collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.

 

The Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.

 

In addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

Promptly on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section 4.01(e), respectively.

 

Funds on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand.  All such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 as their interests may appear.  None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.

 

An amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time.  The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.  If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.

 

On the Closing Date, the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account.  Funds held in the Legal Fee Reserve Account shall remain uninvested.  Annually, on or about April 1st beginning 2020, upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to

 


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Commission compliance matters, the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.  Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “WFCM 2019-C54 - Legal Fee Reserve Account”.  The Legal Fee Reserve Account will not be a part of the Trust Fund, either Trust REMIC or the Grantor Trust.  The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.

 

Upon the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no responsibility in connection therewith.

 

The Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received.  On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance with directions provided by the Depositor.

 

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

 

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

 

(c)        Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.02(d), the Certificate Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates, which account shall be an asset of the Grantor Trust, but shall not be an asset of any Trust REMIC.  The Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account).  Prior to the applicable Distribution Date, the Master Servicer

 


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shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received by the Master Servicer prior to the Determination Date for the applicable Collection Period.

 

(d)       Following the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.

 

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

 

Upon the
disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special
Servicer will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that
is allocable to any related Serviced Companion Loan in connection with such sale and remit such funds to the Master Servicer
on the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts
are received and properly identified and determined to be available, along with a notation of the amount of Gain-on-Sale
Proceeds in the CREFC® REO Liquidation Report.  On the related Remittance Date, the Master Servicer
shall remit such funds that are allocable to the Mortgage Loan to the Certificate Administrator, who shall deposit such funds
into the Gain-on-Sale Reserve Account.  Any gain on such disposition that is allocable to any related Companion Loan in
accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit
into the Companion Distribution Account.

 

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

 

(g)        [RESERVED].

 

(h)        [RESERVED].

 

(i)         If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments.  Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account.  The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it.  The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC

 


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or the Grantor Trust.  Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.  The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.

 

Section 3.05    Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.  (a) The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):

 

(i)    (A) no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;

 

(ii)   (A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance with their respective

 


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outstanding principal balances) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;

 

(iii) 
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance
with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;

 

(iv)  to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole


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Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;

 

(v)   to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any AB Subordinate Companion Loan, the 


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

 

(vi) 
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for
a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest
accrued and payable thereon in accordance with Section 4.03(d) or Section 3.11(d), (b) any unreimbursed
Servicing Advances (including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to
clause (iv) or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee
or Other Servicer as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d)
or 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special
Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided
that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage
Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and any AB Subordinate Companion Loans);

 

(vii) to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition of Purchase Price;


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(viii)            in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;

 

(ix)  to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c)first, out of REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;

 

(x)   to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the


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related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));

 

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

 

(xii)
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be,
out of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any
amounts payable to CREFC®) relating to a Serviced Whole Loan, such
reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with respect to a Serviced Whole
Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with
their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the
foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;

 

(xiii)  to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b), 3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan,


 



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the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;

 

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

 

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

 

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

 

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

 

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

 

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

 

(xx)             [RESERVED];

 

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

 

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

 

The Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement of amounts

 


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required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.

 

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

 

The
Master Servicer shall pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate
of a Servicing Officer of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled.  The
Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. 
The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
and, when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account.

 

Notwithstanding anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan, as applicable.

 

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

 

(i)         to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

(ix)        termination of this Agreement pursuant to Section 9.01.

 

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

 

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

 

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

 

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

 


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(e)        [RESERVED].

 

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

 

(g)        If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:

 

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

 

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

 

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

 

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

 


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the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and

 

(v)   On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.

 

(h)       
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior
paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any
successor REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments
transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall be treated as
Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value
Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iv) of the
prior paragraph.

 

(i)         The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant to Section 4.01(k).

 

Section 3.06    Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund.  (a) The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution maintaining the REO Account and Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon.  All such Permitted Investments shall be held to maturity, unless payable on demand.  Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders.  The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which

 


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a secured party may perfect its security interest by physical possession under the UCC or any other applicable law.  In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement.  In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:

 

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

 

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

 

(b)        Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.  Interest and investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c).  In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer, as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds

 


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in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).

 

(c)        Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

 

Section 3.07    Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.  (a)  The Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as the case may be) or if the Trustee does not have an insurable interest.  If the Mortgagor does not so maintain such insurance coverage or the Mortgaged Property is an REO Property, subject to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) (provided that any determination that such insurance coverage is not available or not available at commercially reasonable rates shall be made (i) prior to the occurrence and continuance of any Control Termination Event and other than with respect to any Excluded DCH Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, after consultation with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)), except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the


 


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Special
Servicer (with respect to a Specially Serviced Loan) (i) unless a Control Termination Event has occurred and is continuing
and other than with respect to any Excluded DCH Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and
continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, after consultation with
the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)), and only in the
event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer,
as the case may be, and, if available, can be obtained at commercially reasonable rates.  The Master Servicer and the Special
Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether
any insurance is available at commercially reasonable rates.  Subject to Section 3.15(a) and the costs of such
insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special
Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than
was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) unless
a Control Termination Event has occurred and is continuing and other than with respect to any Excluded DCH Loan, with the consent
of the Directing Certificateholder and (ii) after the occurrence and during the continuance of a Control Termination Event, but
prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan,
after consultation with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling
Holder)), that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable
interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. 
All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be
in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in
an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the
REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any
related Serviced Companion Loan) or REO Loan, as applicable, 

 


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and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies.  Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).  Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit.  Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).  The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”.  Notwithstanding any provision to the contrary, the Master Servicer shall not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.

 

Notwithstanding the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C)  notify the Special Servicer if it has knowledge that

 


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any insurance policy for a Mortgaged Property securing a Specially Serviced Loan contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.  If the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special Servicer (with regard to such determination made by the Special Servicer) shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained.  The Master Servicer and the Special Servicer (with respect to the Special Servicer, at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.  The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions exist.  Furthermore, the Master Servicer or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.  During the period that the Master Servicer or the Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder or the holder of any Companion Loan, neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.

 

With
respect to Mortgage Loans identified as Takoma Metro Center, The District at Tuttle, Global Payments, Inc., NMR Pharmacy
Portfolio, Shoppes of Cooper City, Toledo Shopping Center and Beacon Center Office Park on the Mortgage Loan Schedule, each
of the Master Servicer and Special Servicer agrees that to the extent consent of the lender is required pursuant to Section
5.1(i) of the applicable loan agreement for each such Mortgage Loan, it shall not consent to any insurance maintained by the
applicable Mortgage Loan Borrower in respect of each such Mortgage Loan, if such insurance does not meet the requirements of
Section 5.1(a) of the applicable loan agreement unless a Rating Agency Confirmation is obtained.

 

(b)        (i) If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.  Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which would

 


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have been covered
by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses
that would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of
such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.  In connection with its activities as
administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to
prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy
in a timely fashion in accordance with the terms of such policy.  The Special Servicer, to the extent consistent with
the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced
Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall be a
Servicing Advance.

 

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

 

(c)        Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions.  Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard.  Coverage of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).  The Special Servicer and the Master Servicer will promptly report in writing to

 


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the Trustee any material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.

 

(d)      
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a
Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made
available), the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance
with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the
related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available
at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent
the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the
related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require
such coverage and the maintenance of such coverage is consistent with the Servicing Standard.  Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard.  If the cost of any insurance described above is not borne by the Mortgagor, the
Master Servicer shall promptly make a Servicing Advance for such costs.

 

(e)        During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.  The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.

 

(f)        Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

 

(g)        Notwithstanding anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch (if rated by Fitch), the Master Servicer

 


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(or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.

 

Section 3.08    Enforcement of Due-on-Sale Clauses; Assumption Agreements.  (a)  As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its terms:

 

(i)   
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)   provides that such Mortgage Loan and any related Companion Loan may not be
assumed without the consent of the mortgagee in connection with any such sale or other transfer;

 

then, for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced Loan as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded DCH Loan, no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded DCH Loan, a Control Termination Event shall have occurred and be continuing and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (provided that, in the case of clause (A), clause (B) and clause (C), such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s written recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with

 


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all
other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding
(by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action,
shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to sub-clauses (y) and (z) of this sub-clause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply.  Notwithstanding anything herein to the contrary, with respect to any Excluded DCH Loan (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.

 

In connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.

 

If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied.

 

(b)        As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance” clause that by its terms:

 

(i)    provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or

 


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(ii)   requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; then, for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan or any

 

Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded DCH Loan, no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded DCH Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (provided that in the case of clause (A), clause (B) and clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s written recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A), (B), (C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.  Notwithstanding anything herein to the contrary, with respect to any Excluded DCH Loan (regardless of whether a

 


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Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

 

In connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer or the Master Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.

 

To the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make the related Mortgagor bear such costs and expenses.  Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.

 

If any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.

 

Upon
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that
constitutes a consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause
with respect to a Mortgage Loan that is a Non-Specially Serviced Loan and other than any transfers or assumptions provided
for in clause (xiii) of the definition of Master Servicer Decision and other than any waiver of a
“due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii)
or clause (xiv) of the definition thereof, the Master Servicer shall promptly forward such request to the Special
Servicer and the Special Servicer will be required to process such request (including, without limitation, interfacing with
the Mortgagor) and except as provided in the next sentence, the Master Servicer will have no further obligation with respect
to such request or due-on-sale or due-on-encumbrance.  The Master Servicer shall continue to cooperate with the Special
Servicer by delivering to the Special Servicer any additional information in the Master Servicer’s possession
requested by the Special Servicer relating to such consent or waiver with respect to a “due-on-sale” or
“due-on-encumbrance” clause.  The Master Servicer shall not be permitted to process any request relating
to such consent or waiver with respect to a “due-on-sale” or
“due-on-encumbrance” clause (other than any transfers or assumptions provided for in clause (xiii)
of the definition of


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Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xiv) of the definition thereof) and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any such request.

 

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

 

(d)       Except as otherwise permitted by Section 3.08(a), Section 3.08(b) and/or Section 3.18, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.  The Master Servicer and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or Section 3.08(b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or Section 3.08(b) and shall forward thereto a copy of such agreement.

 

(e)        [RESERVED].

 

(f)        For the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section 3.08(a) through (d) hereof.  In the case of the Special Servicer, no such waiver or consent shall be made without (x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded DCH Loan, the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and pursuant to the process described under Section 6.08(a), (y) (i) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan, consultation with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor if and to the extent required pursuant to Section 6.08(a).

 

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

 


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documents does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).

 

Section 3.09    Realization Upon Defaulted Loans and Companion Loans.  (a)  Upon an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.  The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to the Directing Certificateholder’s and the Operating Advisor’s respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof.  The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.  The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.  Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard.  If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.

 

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

 

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


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

 

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

 

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

 

(ii)        there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.

 

The cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense


 


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of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied.  The Special Servicer shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).

 

(d)       If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby authorized  ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded DCH Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and the Directing Certificateholder (in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded DCH Loan), in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates).  To the extent that any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.

 

(e)        The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing Certificateholder (other than with respect to any Excluded DCH Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged 


 


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Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.

 

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

 

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

 

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

 

Section 3.10    Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.  (a)  Upon the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File.  Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited.  Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall 


 


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not be released by the Custodian unless the related Serviced Whole Loan is paid in full.  No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.

 

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

 

(c)        Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity.  The Special Servicer shall be responsible for the preparation of all such documents and pleadings.  When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.  The Trustee shall not be required to review such documents for their sufficiency or enforceability.

 

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

 

Section 3.11    Servicing Compensation.  (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any 

 


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

 

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

 

The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor:  (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; provided that if any such matter involves a Major Decision (regardless of whether it relates to a Master Servicer Decision), then the Master Servicer shall be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially Serviced Loans for which the Master Servicer is processing the underlying assumption-related transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially

 


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 Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions; provided that if any such matter involves a Major Decision (regardless of whether it relates to a Master Servicer Decision), then the Master Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees, and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid.  In addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements and demand charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.  Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of:  (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments.  The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.

 

Notwithstanding
anything herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party
or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion
Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Wells
Fargo Bank, National Association as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced
by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified
successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation
that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing
Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction.  The Master Servicer
shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent
the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, 


 


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notwithstanding any resignation or termination of Wells Fargo Bank, National Association as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

 

A Liquidation Fee will be payable to the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) with respect to which the Master Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance and Condemnation Proceeds or (ii) Loss of Value Payments (including with respect to any related Companion Loan, if applicable).

 

(b)        As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property).  As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed.  The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan.  The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).  The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.  For the sake of clarity, nothing herein is intended to limit the Special Servicer’s right to share a portion of such compensation with the Directing Certificateholder after it is received nor to imply that there may not be more than one Special Servicer appointed under this Agreement; provided that no one Mortgage Loan may be serviced by more than one Special Servicer at any time.  The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.

 

(c)        Additional servicing compensation in the following form shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by a Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a):  (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect to Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Specially Serviced Loans and 100% of assumption application fees and other similar items on any Non-Specially Serviced Loans for which the Special Servicer is processing the underlying assumption-related transaction that is a Major Decision, (iii) 100% of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (iv) 50% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Non-Specially Serviced Loan to the extent the matter involves a Major Decision and (v) 50% of all assumption, waiver, consent and earnout fees received with respect to any Non-Specially Serviced Loan to the extent that the matter involves a Major Decision.  Subject


 


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 to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of:  (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) any charges for beneficiary statements and demand charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Special Servicer, (iii) amounts collected for checks returned for insufficient funds with respect to the accounts held by the Special Servicer and (iv) interest or other income earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date).  In addition, the Special Servicer shall be entitled to charge any Mortgagor for and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor.  The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000.  The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full.  The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan.  The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan.  If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan.  If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments.  The successor special servicer shall not be entitled to any portion of such Workout Fees.  The Special Servicer shall not be entitled to receive any Workout Fees after termination for cause.  A Liquidation Fee shall be payable to the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to which the Special Servicer acts as

 


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 the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) and (c) each REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds or Insurance and Condemnation Proceeds).  If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan.  Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan.  Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan.  Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges.  The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.

 

For the avoidance of doubt, with respect to any fee split (other than a fee split with respect to Penalty Charges) between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however that (x) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee will not have any right to share in any portion of the other party’s fee.  For the avoidance of doubt, if the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any percentage interest of such fee charged by the Special Servicer.  Similarly, if the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer shall still be entitled to charge the portion of the related fee the Master Servicer would have been entitled to if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any percentage interest of such fee charged by the Master Servicer.

 

(d)       In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and 


 


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any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan.  Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan.  Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the Special Servicer’s respective entitlements to such compensation described in the previous sentence.  If the Special Servicer has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled.  If the Master Servicer has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been entitled.  Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).

 

If a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as the Special Servicer of such Serviced Whole Loan.  With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and 

 


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obligations.  If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.

 

(e)        With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two (2) Business Day following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.

 

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

 

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

 

Section 3.12    Inspections; Collection of Financial Statements; Delivery of Reports.  (a)  The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or an REO Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2021 (and each Mortgaged Property shall be inspected on or prior to December 31, 2022); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, 

 


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that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan or REO Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan or REO Loan.  The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections.  The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property.  The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded DCH Loan that is a Specially Serviced Loan).  Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Rating Agencies) that are Privileged Persons.  In respect of any Mortgage Loan other than an Excluded DCH Loan that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).

 

(b)        The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan, shall make reasonable efforts to 


 


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collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor commencing with the calendar quarter ending on March 31, 2020 and the calendar year ending on December 31, 2020, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents.  The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents.  In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.  The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year, commencing in 2020 for the 2019 calendar year.  Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as the case may be, shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website.  Upon the request of any NRSRO to receive copies of any portion of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver or make available additional copies of the requested items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).

 

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

 

In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:

 


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(i)    Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending March 31, 2020, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC® Servicer Watch List).  Promptly following the initial preparation and each material revision thereof, the Special Servicer shall deliver to the Master Servicer (in electronic format) each CREFC® Operating Statement Analysis Report with respect to Specially Serviced Loans and REO Properties, along with the related operating statements.  The Master Servicer shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).

 

(ii)   Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent that any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2020, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report.  The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls  (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.

 

(c)        At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing 

 


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Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC® reports:  (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.

 

(d)       Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning January 2020, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following reports and data files with respect to the Mortgage Loans:  (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any.  Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning January 2020, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer.  Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning January 2020, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction Template, if provided for such Distribution Date.  In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.

 

Not later than 5:00 p.m. (New York City time) on each P&I Advance Date, beginning in January 2020, the Master Servicer shall deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR Compatible Format provided, however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Depositor has delivered the items required pursuant to Section 2.01(i).  If the Certificate 

 


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Administrator does not receive such CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall immediately request such CREFC® Schedule AL File from the Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request to the Depositor via email to CRRCompliance@wellsfargo.com.  In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, any Initial Schedule AL Additional File and Annex A-1 to the Prospectus.  The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR Compatible Format.  The CREFC® Schedule AL File and the Schedule AL Additional File shall each be a single file.  Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer.  The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File.  The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.

 

In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.

 

(e)        The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate Administrator the reports and data files set forth in Section 3.12(d).  The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) and Section 3.12(c).  The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d).  In the case of information or reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.11(e), Section 3.12(b) or Section 3.12(c) of this Agreement.

 


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(f)        Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties.  The Master Servicer and the Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.  The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

 

(g)        Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.

 

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

 

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

 


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only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.

 

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

 

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

 


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rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.

 

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

 

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

 

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

 

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

 

(B)         this Agreement and any amendments and exhibits hereto;

 

(C)         any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;

 

(D)        the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and

 

(E)         the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;

 

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

 

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

 


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

 

(A)        all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;

 

(B)         the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and

 

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

 

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

 

(A)       summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);

 

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

 

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

 

(D)  
     a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral
Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and

 

(E)         the CREFC® Appraisal Reduction Template;

 

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

 

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

 

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

 

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

 


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

 

(E)        any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01;

 

(F)     
  any Asset Review Report Summary received by the Certificate Administrator;

 

(G)        any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);

 

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

 

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

 

(J)         any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;

 

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

 

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

 

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

 

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

 

(O)        any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded DCH Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to 

 


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the extent the Certificate Administrator has been notified of such Excluded DCH Loan);

 

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

 

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

 

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

 

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

 

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

 

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

 

(V)     
  any Proposed Course of Action Notice; and

 

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

 

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

 

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

 

(viii)      the “U.S. Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance by the Retaining Sponsor with the Risk Retention Rules and (B) any noncompliance by a Third Party Purchaser or a successor third party purchaser with the applicable provisions of the Risk Retention Rules;

 

provided that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.

 

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

 


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In the event that the Retaining Sponsor determines that a Retaining Party or a Third Party Purchaser no longer complies with the provisions of the Risk Retention Rules related to (a) number of third- party purchasers, (b) source of funds, (c) third-party review, (d) affiliation and control rights or (e) hedging, transfer and pledging, the Retaining Sponsor will be required to send a written notice of such non-compliance to the Certificate Administrator who will post such notice on its website under the “U.S. Risk Retention Special Notices” tab.

 

The Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide email notification to any Privileged Person (other than financial market publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.

 

Notwithstanding the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).

 

Any Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public:  the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.

 

In the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.  The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) hereto from 

 


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the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).  In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.  Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website.  With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.

 

Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder.  None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.

 


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Each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder.  To the extent the Directing Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

 

The Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the Certificate Administrator.  In addition, the Certificate Administrator may disclaim responsibility for any information distributed by it for which it is not the original source.  Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was included in the summary of a Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.

 

In connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer.  The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith.  Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.

 

(c)        The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2019-C54” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:

 

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

 


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

 

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

 

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

 

(v)        any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;

 

(vi)       any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section 11.10;

 

(vii)      any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;

 

(viii)     any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);

 

(ix)        copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;

 

(x)         any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);

 

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

 

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

 

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

 

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

 

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

 

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

 

(xvii)     any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the 

 


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

 

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

 

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

 

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.  Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day.  The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be.  In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website.  The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.  Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website).  Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “WFCM 2019-C54” in the subject line).

 

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


 


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

 

The 17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website.  The 17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under this Agreement that such information, report, notice or document was received and that it has been posted.

 

Any information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2019-C54” and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.

 

(d)       The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates to two or more transactions to the 17g-5 Information Provider.  Any such information shall be posted by the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided in Section 3.13(c) above; provided, however, that if the 17g-5 Information Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable time.  The Master Servicer or the Special Servicer, as applicable, shall not send any such information directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s Website.

 

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

 

(f)        Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise make 

 


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available through its website or otherwise, any additional information relating to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents.  Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party.  In addition, to the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.  In connection with providing access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be:  (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).  In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.

 

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

 


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

 

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

 

(i)         None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or 

 


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another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).

 

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

 

Section 3.14    Title to REO Property; REO Account.  (a)  If title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan.  REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14.  The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event.  If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be.  Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).

 

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

 


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accordance with Section 3.06.  The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.

 

(c)        The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.  On the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received and properly identified and determined to be available (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property.  In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date.  The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.

 

(d)       The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).

 

Section 3.15    Management of REO Property.  (a)  If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event.  Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).  Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.  Subject to this Section 3.15, the 

 


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Special
Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that
earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a
net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. 
In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later
than two (2) Business Days following receipt of such properly identified funds) in the applicable REO Account all
revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account,
to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:

 

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

 

(ii)        all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;

 

(iii)       any ground rents in respect of such REO Property, if applicable; and

 

(iv)       all costs and expenses necessary to maintain and lease such REO Property.

 

To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage Loan other than an Excluded DCH Loan, and prior to the occurrence and continuance of a Consultation Termination Event)) such advances would, if made, constitute Nonrecoverable Servicing Advances.

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

(iii)       any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt;

 

(iv)       none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such REO Property; and

 

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

 

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

 

(d)       When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Section 3.15(a) and Section 3.15(b).

 


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Section 3.16    Sale of Defaulted Loans and REO Properties.  (a) (i)  Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal.  The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.

 

(ii)   If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement in accordance with the terms thereof.  Thereafter, any related Companion Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.

 

(iii)  If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related Companion Holder.  In the case of a Non-Serviced Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject to the 


 


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terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer will not be entitled to a liquidation fee), the Special Servicer will be entitled to the liquidation fee that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan.  The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (other than with respect to any Excluded DCH Loan) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan.  In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.

 

(iv)  (A)  In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than an Interested Person.  In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.  If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received.  Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two other offers are received from independent third parties.  In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.  Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.

 

Notwithstanding anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.  The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions

 


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of value incurred by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.  The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.  If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.  Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.

 

(B)       The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines ((i) with respect to any Mortgage Loan other than an Excluded DCH Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event shall have occurred and be continuing) and (ii) in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).  In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the Special Servicer if it determines, in its reasonable judgment consistent with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.  The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date.  For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.

 

(v)        Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.

 

(b)        (i) (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase shall be a purchase 

 


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of the entire REO Property, including the portion relating to the related Companion Loan).  The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders.  The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and the Directing Certificateholder (in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than an Excluded Loan as to such party, prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’ prior written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation of the Purchase Price) or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price therefor.  To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.

 

(B)       In the absence of any such offer as set forth in sub-clause (A) above, the Special Servicer shall, subject to sub-clause (C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from independent third parties.  Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.

 

(C)       The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans).  In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the 

 


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offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.

 

(D)       In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee in connection with making such determination.  The reasonable cost of such Independent appraiser or other Independent expert shall be an expense of the offering Interested Person purchaser.  The reasonable fees and costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.  If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.  In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.

 

(ii)        Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable in connection therewith.  A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.

 

(c)        Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).

 

(d)       With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related 

 


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Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to the Special Servicer in writing.  To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is an Interested Person.  Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan:  (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.  The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale.  Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan.  If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan.  The Trustee shall act in a commercially reasonable manner in making such determination.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.  The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.  If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.

 

(e)        (i)  Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the related 

 


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Mortgage Loan or related REO Property, as applicable.  Such right of such Subordinate Companion Holder shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.  If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to this Agreement.

 

(ii)         Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor Agreement.

 

(f)         Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing released basis.

 

(g)        In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.

 

Section 3.17    Additional Obligations of Master Servicer and Special Servicer.  (a)  The Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.  The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.

 

(b)       The Master Servicer or the Special Servicer, as applicable, shall provide to each Serviced Companion Noteholder any reports or notices required to be delivered to such Serviced Companion Noteholder pursuant to the related Intercreditor Agreement.

 

(c)       Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded DCH Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard.  If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a 

 


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Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from other collections).  In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received from the Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance.  If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable.  Notwithstanding the foregoing, failure to give notice as required by the preceding or second preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c).  Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).  The Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).

 

The foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with the conditions to making such an election under this Section 3.17(c) or to comply with the terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its 

 


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capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder.  If the Master Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal and then interest).  Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance.  The Master Servicer’s or the Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.  Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.  In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by this Section 3.17(c) or for any losses, damages or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.  Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).

 

No determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period of deferral.

 

With respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).

 

(d)       With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.  Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used 

 


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to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.

 

(e)        Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.

 

Section 3.18    Modifications, Waivers, Amendments and Consents.  (a)  The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision.  Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Loan and/or related Companion Loan that would constitute a Major Decision without (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) or (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate.  If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Special Servicer shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (other than with respect to any Excluded DCH Loan and prior to the occurrence and continuance of a Consultation Termination Event), 

 


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with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan, obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded DCH Loan, consult with the Directing Certificateholder, in each case pursuant to the process described in Section 6.08(a) and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a).  Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).

 

Subject to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


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Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision.  The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision.  The Master Servicer shall not be permitted to process any Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any Major Decision.

 

(b)       
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge
of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material
default has occurred or a payment default or other material default is, in the Special Servicer’s judgment, reasonably
foreseeable (as evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a
greater (or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related
Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan,
than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to a modification, waiver or amendment
of such Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b)
and Section 3.18(c), (x) with respect to any such Specially Serviced Loan other than an Excluded DCH Loan,
prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or
after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08,
(y) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation with the
Operating Advisor if and to the extent required pursuant to Section 6.08(a) and (z) additionally, with respect to
a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with
the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that with
respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the
related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in the related Intercreditor
Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter; provided, further,
that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have
obtained an Opinion of Counsel that such release or substitution would not be a “significant modification” of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC
Event. Notwithstanding anything herein to the contrary, with respect to
any Excluded DCH Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions

 



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involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

 

In connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.

 

If, following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.

 

The Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and, ((A) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan, with the consent of the Directing Certificateholder pursuant to Section 6.08 and (B) after the occurrence and during the continuance of an Operating Advisor Consultation Event, after consulting with the Operating Advisor if and to the extent required pursuant to Section 6.08(a)) ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.

 

(c)        Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage Note) if the

 



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collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).

 

(d)        To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and this Section 3.18 if such matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust REMIC to be subject to any tax under the REMIC Provisions.  In making this determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).  Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.

 

(e)       Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a
condition to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence
or any other matter or thing, the granting of which is within the Master Servicer’s or the Special Servicer’s,
as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or
Companion Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or the
Special Servicer, as the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional
services performed in connection with such request; provided that the charging of such fee is not a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).

 

(f)      
  All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered
into pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as
the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such
guarantor’s signature is required by the Special Servicer in accordance with the Servicing Standard).

 



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(g)        With respect to any modification, waiver, amendment or consent for which it is responsible for processing pursuant to Section 3.18, the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during the continuance of an Operating Advisor Consultation Event), the Directing Certificateholder (other than (i) following the occurrence and continuance of a Consultation Termination Event and (ii) with respect to any Excluded DCH Loan), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver, amendment or consent (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof.  With respect to any modification, waiver, amendment or consent (in each case, after it is finalized and executed) for which it is responsible for processing pursuant to this Section 3.18, the Master Servicer shall provide written notice of any such modification, waiver, amendment or consent to the Trustee, the Certificate Administrator, the Special Servicer (and, unless a Consultation Termination Event has occurred and is continuing, the Directing Certificateholder (other than with respect to an Excluded DCH Loan)), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).  The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, amendment or consent, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any.  Following receipt of the Master Servicer’s or the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver, amendment or consent to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V Certificates).  With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(m)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as Exhibit EE.  The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or the Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on

 


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the basis of such Mortgage Loan and additional debt.  In the event that either (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder.  From time to time, the Master Servicer, the Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.

 

(h)        Subject to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement).  Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered

 


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satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is:  (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance.  Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.

 

(i)     
   Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan
documents, to the contrary, the Master Servicer may permit the substitution of “government securities,” within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a
Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance collateral specified in the related
Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that such substitution is consistent
with the Servicing Standard and the Master Servicer reasonably determines that allowing their use would not cause a default
or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense
of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan documents or
otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and
would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further,
that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are
satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).

 

Notwithstanding the foregoing, with respect to the Mortgage Loans identified as Mortgage Loan Numbers 2, 4, 5, 6, 8, 9, 11, 13, 14, 15, 17, 18, 19, 20, 21, 23, 26, 27, 28, 31, 34, 35,  36, 37, 39, 42, 43 and 44 on the Mortgage Loan Schedule for which Argentic, BSPRT, UBS AG, Wells Fargo Bank, National Association or Rialto is the applicable Mortgage Loan Seller and that are subject to defeasance, the related Mortgage Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained Defeasance Rights and Obligations”).  In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which Argentic, BSPRT, UBS AG, Wells Fargo Bank, National Association or Rialto is the related 

 



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Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to Argentic, BSPRT, UBS AG, Wells Fargo Bank, National Association or Rialto, as applicable.  Until such time as the related Mortgage Loan Seller provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which Argentic, BSPRT, UBS AG, Wells Fargo Bank, National Association or Rialto is the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan Seller.  With respect to any such Mortgage Loan that is subject to defeasance, if the successor borrower is not designated or formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.

 

(j)         If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents.  Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).  To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan.  Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).

 

(k)        
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case
may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related
loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the
termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or
(ii) has an unpaid principal balance that is at least equal to five percent (5%) of the then-aggregate principal balance
of all Mortgage Loans or $35,000,000.

 


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(l)         Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event to the extent the Special Servicer determines in its reasonable good faith business judgment consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.

 

(m)       Notwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the definition of Master Servicer Decision) or the Special Servicer’s approval or consent, take any of the following actions with respect to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loan (each such action, a “Master Servicer Decision”):  (i) grant waivers of non-material covenant defaults (other than financial covenants), including late (but not waived) financial statements except that (other than with respect to any Excluded DCH Loan, and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more than three consecutive late deliveries of financial statements; (ii) consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements, except that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required to approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving leasing activities (other than for ground leases) (provided that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for leasing activities that affect an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property), including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change in property management relating to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a 

 


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Borrower Party (provided that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000); (vii) approve annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that (other than with respect to any Excluded DCH Loan and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required for earnout, holdback or performance reserve releases specifically scheduled on Schedule 3 to this Agreement for which there is lender discretion; (ix) grant any extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor has delivered documentation (and the Master Servicer shall promptly forward such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer, which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, except that (other than with respect to any Excluded DCH Loan and other than with respect to amendments to split or resize notes consistent with the terms of such Intercreditor Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required for any such modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement other than during a Control Termination Event, and if any modification or amendment would adversely impact the Special Servicer, such modification or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness; (xi) any determination of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded DCH Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required in accordance with the terms of this Agreement for any such determination; (xii) approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xiii) any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents where no mortgagee discretion is necessary in order to determine if such conditions are satisfied; and (xiv) grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision; provided that (w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting 

 


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such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further, that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Master Servicer, in order to grant or withhold such consent; provided, further, that in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder shall be entitled to consult with the Master Servicer on a non-binding basis (provided that if the Directing Certificateholder fails to respond to a request for consultation within 10 Business Days after receipt of such request for consultation (together with all information reasonably requested by the Directing Certificateholder, and reasonably available to the Master Servicer, in order to so consult) from the Master Servicer, the Master Servicer shall have no further obligation to consult with the Directing Certificateholder with respect to such Master Servicer Decision, provided, however, that the failure of the Directing Certificateholder to respond will not relieve the Master Servicer from its obligation to consult with the Directing Certificateholder on any future matters).  The foregoing is intended to be an itemization of actions the Master Servicer may take without having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.

 

(n)       Neither the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest, principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or “A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion may accrue prior to such point in time.

 

Section 3.19    Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report.  (a)  Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor.  The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions 

 


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hereunder with respect thereto.  The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii) or (ix) of the definition of “Servicing Transfer Event”, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan.  The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination Event or (ii) other than with respect to any Excluded DCH Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.  Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.

 

Upon determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded DCH Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.

 

(b)        In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.

 

(c)        Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special Servicer to perform its duties under this Agreement; provided that 


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this statement shall not be construed to require the Master Servicer to produce any additional reports.

 

(d)       No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded DCH Loan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded DCH Loan, only after the occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s Website.  Subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then current circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”).  For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its website.  None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.  Further, the Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from the Master Servicer.  Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:

 

(i)         a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;

 

(ii)        a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;

 

(iii)        the most current rent roll, and income or operating statement available for the related Mortgaged Property;

 



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(iv)       (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken actions;

 

(v)        the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

 

(vi)       a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

 

(vii)      the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;

 

(viii)     an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation and all related assumptions;

 

(ix)        the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and

 

(x)         such other information as the Special Servicer deems relevant in light of the Servicing Standard.

 

If within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents.  If, with respect to any Mortgage Loan other than an Excluded DCH Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special 

 


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Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and during the continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).  With respect to any Mortgage Loan other than an Excluded DCH Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer shall follow the direction of the Directing Certificateholder provided, such direction would be consistent with the Servicing Standard; provided, however, that if the Directing Certificateholder’s direction would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report; and provided, however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.  The procedures described in this paragraph are collectively referred to herein as the “Directing Certificateholder Approval Process”.  Prior to the occurrence of an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor following the conclusion of the Directing Certificateholder Approval Process.

 

The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).  Notwithstanding anything herein to the contrary, with respect to any Excluded DCH Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded DCH Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

 

No direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a

 


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“prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities under this Agreement.

 

If an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder).  Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor shall not provide comments to the Special Servicer in respect of such Final Asset Status Report.  After the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole.  The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report.  The Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded DCH Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).

 

Promptly upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable (but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued).  The procedures described in this and the immediately preceding paragraph are collectively referred to as the “ASR Consultation Process”.

 



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After the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder shall have no right to consent to any Asset Status Report under this Section 3.19.  After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder (except with respect to any Excluded DCH Loan) and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report.  After the occurrence and continuance of a Consultation Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above.  The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.

 

Notwithstanding the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.

 

(e)        (i) Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with the related Mortgagor.  The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.

 

(ii)        After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.

 

(f)        Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded DCH Loan), the Special Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include

 


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a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing Certificateholder).  With respect to any Mortgage Loan other than an Excluded DCH Loan, if, prior to the occurrence and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).  If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.  The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor.  The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan which is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the Serviced AB Whole Loan Controlling Holder in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).

 

(g)        No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.

 

Section 3.20    Sub-Servicing Agreements.  (a)  The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified:  (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a 

 


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Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer (other than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate of a Third Party Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2).  Any successor master servicer or successor special servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)).  In addition, each Sub-Servicing Agreement entered into 

 


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by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement.  The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents.  References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement.  For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.  The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.

 

(b)        Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s obligations under this Agreement.

 

(c)        As part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI.  Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard.  The Master Servicer or Special Servicer, as applicable, shall, subject to the terms of the related Sub-

 


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Servicing Agreement, have the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the best interests of the Certificateholders.

 

(d)       In the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.

 

(e)        Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds.  In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.

 

(f)        The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.

 

(g)       
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee.  Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any
successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights
and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing
obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified
in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the
Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be
unreasonably withheld).

 

(h)        With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance

 


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information, and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the terms hereof.

 

(i)         Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than an Excluded DCH Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

 

(j)         None of the Master Servicer or any Additional Servicer shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Risk Retention Affiliate of a Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2).  Notwithstanding the preceding sentence, the Master Servicer, absent actual knowledge to the contrary, may conclusively rely upon a representation of any Sub-Servicer that such Sub-Servicer is not a Risk Retention Affiliate of a Third Party Purchaser.  Notwithstanding the two preceding sentences, or anything herein to the contrary, it is acknowledged that no Initial Sub-Servicer is a Risk Retention Affiliate of a Third Party Purchaser as of the Closing Date.  If at any time the Master Servicer obtains actual knowledge that a Sub-Servicer it has entered into a Sub-Servicing Agreement with, is a servicer as contemplated by Item 1108(a)(2) and a Risk Retention Affiliate of a Third Party Purchaser, the Master Servicer shall terminate such Sub-Servicer in accordance with the related Sub-Servicing Agreement.

 

Section 3.21    Interest Reserve Account.

 

(a)        On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld Amounts”).

 

(b)        On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.

 

Section 3.22    Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer.  Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to the occurrence and continuance of a Consultation 

 


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Termination Event and (ii) other than with respect to any Excluded DCH Loan) and (b) upon the occurrence and during the continuance of any Operating Advisor Consultation Event, the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.

 

Section 3.23    Controlling Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.  (a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof.  The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns.  To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.

 

On the Closing Date, the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver a certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement.  Upon the resignation or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing certificateholder shall also deliver a certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.

 

(b)        Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder.  In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, 

 


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the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.  The foregoing provisions shall not be applicable to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder.

 

(c)        Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.

 

(d)       In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.

 

(e)        Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses.  In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer.  Notwithstanding the foregoing, Argentic Securities Income USA LLC shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.

 

Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder. 

 

(f)        If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.

 

(g)        Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:  (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its


 


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own interest; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class (or in the case of a Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling Class or the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder; provided that a Loan-Specific Directing Certificateholder shall have no such liability) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.

 

(h)        All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.

 

(i)         Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Serviced AB Whole Loan Controlling Holder.

 

(j)         With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.

 

(k)        The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, or any Certificateholder and provide such information to the requesting party.

 

(l)         Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).  The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any Operating Advisor Consultation Event.  Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation

 


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Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.

 

In the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E-RR Certificates to less than 25% of the Original Certificate Balance thereof.”

 

In the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:  “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”

 

In the event that an Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the Horizontal Risk Retention Certificates to 25% or below of their aggregate Original Certificate Balance, taking into account the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:  “An Operating Advisor Consultation Event has occurred because the aggregate Certificate Balance of the Horizontal Risk Retention Certificates to 25% or below of their aggregate Original Certificate Balance.”

 

With respect to any Mortgage Loan determined to be an Excluded DCH Loan, none of the Directing Certificateholder or any Controlling Class Certificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded DCH Loan and a Control Termination Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded DCH Loan.

 

Section 3.24    Intercreditor Agreements.  (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.  Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent 

 


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to such action.  Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein.  Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.

 

(b)        Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and the terms of such Intercreditor Agreement.  Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.  In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or the Special Servicer for its own account without reimbursement.  In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely).  As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.  In no event shall the Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.

 

(c)        No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this 

Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.

 

(d)       With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the

 


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related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced Whole Loan Controlling Holder).  Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.  In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.

 

(e)        Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).  Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder.  In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.

 

(f)        Each Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the offices

 


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of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.

 

(g)        With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.

 

(h)        To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.

 

Section 3.25    Rating Agency Confirmation.  (a)  Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be through direct communication).  The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.”  Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).

 

If there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the case may be, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such 


 


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condition shall be deemed not to apply (as if such requirement did not exist) if (i) the replacement master servicer or special servicer is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial Mortgage Special Servicer,” as applicable, if S&P is the non-responding Rating Agency, (ii) the replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.

 

Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request.  Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).

 

Promptly following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).

 

(b)        Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).

 

(c)        For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.

 

Section 3.26    The Operating Advisor.  (a)  The Operating Advisor shall review (i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section 3.08(a), Section 3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26 and Section 6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the Special Servicer with respect to Major Decisions relating to

 


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any Mortgage Loan, (ii) all reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s Website and that are relevant to the Operating Advisor’s obligations hereunder and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and (iv) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.  The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard.  Furthermore, the Operating Advisor shall have no obligation or responsibility at any time to review the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.

 

(b)        The Operating Advisor and its Affiliates will be obligated to keep confidential any “Privileged Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.  Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.

 

(c)        (i)  Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance of an Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved or deemed approved Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and (iii) after the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package provided to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but only if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or if an Operating Advisor Consultation Event occurred during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis” and identifying (1) which, if any, standards with which the Operating Advisor believes, in its sole discretion exercised in 

 


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good faith, the Special Servicer has failed to comply and (2) any material deviations from the Special Servicer’s obligations hereunder with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan); provided, further, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer.  In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.  Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions).  Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider.  The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.  Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “asset-level basis” refers to the Special Servicer’s performance of its duties as they relate to the Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans), taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Major Decision Reporting Package, Asset Status Report (during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and any other information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.

 

(ii)        In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions in the related Operating Advisor Annual

 


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Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.  The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder.  In the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.

 

(d)        [RESERVED].

 

(e)        (i)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation has been finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts calculated by the Special Servicer, (ii) Cumulative Appraisal Reduction Amounts calculated by the Special Servicer, (iii) Collateral Deficiency Amounts calculated by the Special Servicer or (iv) net present value in accordance with Section 1.02(iv) calculated by the Special Servicer, the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and review for accuracy and consistency with this Agreement the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.

 

(ii)        In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations of the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (in each case, as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations.  The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer necessary for the calculation of the Cumulative Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer.  In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and 

 


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the Special Servicer and determine which calculation is to apply and shall provide such parties prompt written notice of its determination.

 

(f)        Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting Package relating to a Specially Serviced Loan, Final Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating Advisor’s review of net present value and Cumulative Appraisal Reduction Amount calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present value and Cumulative Appraisal Reduction Amount calculation.

 

(g)       The Operating Advisor and its Affiliates shall keep all “Privileged Information” confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer.  Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan or any Excluded DCH Loan) other than pursuant to a Privileged Information Exception.  In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to Other Securitizations that involve the same parties or borrower involved in this securitization, the knowledge of the employees performing operating advisor functions for such Other Securitizations shall not be imputed to the employees of the Operating Advisor involved in this securitization.  Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.

 

(h)        [RESERVED].


 



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(i)         As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage Loan and each Companion Loan) and each REO Loan.  As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.  In addition, the Depositor shall pay the Operating Advisor a fee of $5,000 (the “Operating Advisor Upfront Fee”) on the Closing Date.

 

The Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).  Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.

 

In addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation obligations hereunder.  The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.  When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent with the efforts in accordance with the Servicing Standard that the Master Servicer or the Special Servicer, as applicable, would use to collect any borrower-paid fees not specified in the Mortgage Loan documents owed to it, and, only to the extent not prohibited by the related Mortgage Loan documents.  The Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.  Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with respect to: any Non-Serviced Whole Loan or any related REO Property; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan or Servicing Shift Whole Loan.

 

(j)         After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of


 


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Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust).  The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard.  Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights (arising out of events occurring prior to such termination)) by prior written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.

 

(k)        After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.  No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).  The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor.  Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing), any Companion Loan holder and the Certificateholders.

 

(l)         The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of


 


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the occurrence of such Operating Advisor Termination Event.  Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.  Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the Trust.

 

(m)       Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.

 

(n)        The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer and the Directing Certificateholder, and (b) upon the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency.  If no successor operating advisor has been appointed and has accepted such appointment within thirty (30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s notice of resignation, the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor.  No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations.  The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.

 

(o)        [RESERVED].

 

(p)        In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.

 

(q)        The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this


 


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Agreement, and shall have no duty or liability to any particular Class of Certificates or particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.

 

(r)     
   [RESERVED]

 

(s)        The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint a successor operating advisor subject to and in accordance with this Section 3.26.  Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement.

 

(t)        The Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date.  Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under this Agreement.  The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

 

(u)        With respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.

 

(v)        Notwithstanding anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special Servicer shall provide the Operating Advisor reasonable access, at the Special Servicer’s offices during normal business hours, to the Special Servicer’s policies and procedures. 

  


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The Operating Advisor will be permitted to review such policies and procedures but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential, except that (A) the Operating Advisor may disclose such information if (i) such information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory to the Special Servicer) and (B) the Operating Advisor may disclose any portion of the policies and procedures when it deems such disclosure necessary to support specific conclusions concerning allegations of material deviations from the Servicing Standard or otherwise to describe fairly and accurately the Special Servicer’s performance under this Agreement (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant to the provisions of this Agreement.  Notwithstanding the foregoing, the Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor Affiliates and subcontractors agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the Operating Advisor.  The Operating Advisor’s assessment may not take into account the fact that LNR Partners, LLC limited the Operating Advisor’s access to the Special Servicer’s written policies and procedures pursuant to the provisions of this Agreement.  Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s asset-level review in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to or reliance upon the Special Servicer’s written policies and procedures shall be subject to the terms of this paragraph.  During any period when the Special Servicer is not LNR Partners, LLC, or an Affiliate of LNR Partners, LLC, the requirements and limitations contained in this paragraph with respect to the Special Servicer shall be null and void, and the Operating Advisor shall have adequate and timely access to the policies and procedures of any successor special servicer as the Operating Advisor determines necessary to fulfill its duties under this Agreement.

 

Section 3.27    Companion Paying Agent.  (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder.  The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.

 

(b)        No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement.  The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent.  In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.

 



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(c)        In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.

 

(d)       This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

 

Section 3.28    Serviced Companion Noteholder Register.  The Companion Paying Agent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder.  The initial Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto.  In the event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.

 

The Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.  The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address. 

 

For the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling and Servicing Agreement.

 

Section 3.29    Certain Matters Relating to the Whole Loans.  (a)  In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.

 

(b)        If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.

 

(c)        In connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to

 


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cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.

 

(d)       In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required.  The Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.

 

(e)        With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.

 

(f)        With respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.

 

(g)        With respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.

 

(h)        With respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer Decision” pursuant to clause (x) of the definition of such term, then the Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder (and to the Master Servicer, if the Special Servicer is forwarding such communication) and the Master Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special


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Servicer, as the case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.

 

(i)         During the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu Companion Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update File.  Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer.  In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.  In addition, the Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports required to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.

 

(j)         On a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing Shift Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.

 


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(k)        Promptly upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.

 

(l)         With respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified in clause (B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.

 

Section 3.30    [RESERVED].

 

Section 3.31    Resignation Upon Prohibited Risk Retention Affiliation.  Upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of a Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, a Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of a Third Party Purchaser or any other party to this Agreement (other than the Operating Advisor and Asset Representations Reviewer) (such Operating Advisor and Asset Representations Reviewer, together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”), then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 7.03, Section 8.07 or Section 12.03, as applicable.  The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, provided, however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of a Third Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.

 

Section 3.32    Litigation Control.  (a)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master Servicer and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any litigation relating to the rights and


 


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obligations of the Trust, or of the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related Litigation”).  In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related Litigation.  The Operating Advisor shall not be required to review the actions of the Special Servicer with respect to Trust-Related Litigation unless such review is otherwise related to the performance of the Operating Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.

 

(b)        To the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth in Section 3.32(e); and provided, however, that if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer.

 

(c)        The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer within such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole

 


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Loan, the related Companion Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s response.

 

(d)       Notwithstanding the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided by the Directing Certificateholder, the holder of a Serviced Companion Loan or the Risk Retention Consultation Party (or any other party to this Agreement) that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any REMIC created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or the Master Servicer’s, as the case may be, responsibilities under this Agreement.

 

(e)       
Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and
subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32,
the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including
but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in such Master
Servicer’s reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided
in this Agreement.

 

(f)        Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in such Master Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject such Master Servicer to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.

 

(g)        Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing

 


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Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).

 

(h)        In the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.32.

 

This Section 3.32 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in accordance with the Servicing Standard.

 

Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.32(c), respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.

 

Section 3.33    Delivery of Excluded Information to the Certificate Administrator.  Any Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan file to  


 


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cmbsexcludedinformation@wellsfargo.com.  For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.  When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).  None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.  Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.

 

[End of Article III]

 

ARTICLE
iv

DISTRIBUTIONS TO CERTIFICATEHOLDERS

 

Section 4.01    Distributions.

 

(a)        Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:

 

(i)         first, to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B and Class X-D Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates;

 


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(ii)        second, to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates in reduction of the Certificate Balances thereof:  (I) prior to the Cross-Over Date: (1) first, to the Holders of the Class A-SB Certificates, up to an amount equal to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata (based on their respective Certificate Balances) up to an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates is reduced to zero, without regard to the Class A-SB Planned Principal Balance;

 

(iii)       third, to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, first (A) up to an amount equal to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class) with, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then (B) up to an amount equal to, and pro rata in accordance with, all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(iv)        fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(v)         fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates have been reduced to zero, to the Holders of the

 


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Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;

 

(vi)       sixth, to the Holders of the Class A-S Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(vii)      seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(viii)     eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;

 

(ix)        ninth, to the Holders of the Class B Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(x)         tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xi)        eleventh, after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;

 

(xii)       twelfth, to the Holders of the Class C Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

 


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(xiii)      thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xiv)      fourteenth, after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;

 

(xv)       fifteenth, to the Holders of the Class D Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xvi)     sixteenth, to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xvii)    seventeenth,
after the Certificate Balances of the Class A, Class B, Class C and Class D Certificates have been reduced
to zero, to the Holders of the Class E-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A,
Class B, Class C and Class D Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class E-RR Certificates has been reduced to zero;

 

(xviii)    eighteenth,
to the Holders of the Class E-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;

 

(xix)      nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xx)       twentieth, after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E-RR Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates has been reduced to zero;

 


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(xxi)      twenty-first, to the Holders of the Class F-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxii)     twenty-second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates;

 

(xxiii)    twenty-third, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance

 

thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G-RR Certificates has been reduced to zero;

 

(xxiv)    twenty-fourth,
to the Holders of the Class G-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;

 

(xxv)     twenty-fifth, to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in respect of such Class of Certificates;

 

(xxvi)    twenty-sixth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have been reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H-RR Certificates has been reduced to zero;

 

(xxvii)   twenty-seventh,
to the Holders of the Class H-RR Certificates, first (A) up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the
amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; and

 


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(xxviii)  twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available
Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.

 

If, in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date.  None of the Master Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.

 

(b)        [RESERVED].

 

(c)        On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d), Section 4.01(f) and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates.  On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LASB, Class LA3 and Class LA4 Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the Class X-B Certificates and (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a) or Section 4.01(b), as applicable.  Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.

 

As of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).  The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.  The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.

 



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Any amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).

 

(d)       So long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided herein) and other amounts provided for in this Section 4.01.

 

(e)        Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of any Liquidation Fee or Workout Fee payable therefrom) in the following manner:  (i) to each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates, the product of (A)  such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I)  such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates as described above, and (iii) to the Class X-B Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed as described above.

 

For purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that:  (a) under no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction will equal zero; and

 


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(c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0.  If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.

 

For purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not, or is not related to, an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is, or is related to, an ARD Loan), such interpolated yield converted to a monthly equivalent yield.  If Federal Reserve Statistical Release H.15 (519) is no longer published, the Master Servicer shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.

 

No Yield Maintenance Charge or Prepayment Premium shall be distributed to the Holders of the Class X-D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class R or Class V Certificates.  After the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates.

 

All distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.

 

(f)        On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Holders of the Principal Balance Certificates (in order of their principal distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date.  Amounts paid from the Gain-on-Sale Reserve Account shall not reduce the Certificate Balances

 


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of the Classes of Certificates receiving such distributions.  Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates and related shortfalls allocable to the Regular Certificates.  Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.

 

(g)        All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests.  Except as otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address in the Certificate Register.  The final distribution on each Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) shall be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent.  Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.  None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.

 

(h)        Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:

 

(i)         the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location therein specified; and

 


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(ii)        no interest shall accrue on such Certificates from and after such Distribution Date.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).

 

(i)         Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register.  Notice of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address.  The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.  If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.

 

(j)         On each Distribution Date, any Excess Interest received during the related Collection Period shall be distributed from the Excess Interest Distribution Account to the Holders of the Class V Certificates. Excess Interest will not be available to pay any other amounts except for distributions on Class V Certificates as set forth in the prior sentence.

 

(k)        On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:

 


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(i)    to pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be deposited therein;

 

(ii)   to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05, to the extent that any such amounts relate solely to a Serviced Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;

 

(iii)  to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion Holder, in accordance with the related Intercreditor Agreement; and

 

(iv)  to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.

 

All distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register).  Any such account shall be located at a commercial bank in the United States.

 

On the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.

 

Section 4.02    Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.  (a)  On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall include:

 

(i)         the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate Balance thereof;

 


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(ii)        the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;

 

(iii)        the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;

 

(iv)       the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding immediately before and immediately after such Distribution Date;

 

(v)        the aggregate amount of unscheduled payments received;

 

(vi)       the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution Date;

 

(vii)      the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;

 

(viii)     the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent Appraisal or valuation;

 

(ix)        the Available Funds for such Distribution Date;

 

(x)         the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall, for such Distribution Date allocated to such Class of Certificates;

 

(xi)        the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance Charges, (B)  in the case of the Class V Certificates, Excess Interest and (C) Prepayment Premiums;

 

(xii)       the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;

 


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(xiii)      the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect to the pool of Mortgage Loans;

 

(xiv)      the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal Balance Certificates to date;

 

(xv)       the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following such Distribution Date;

 

(xvi)      the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;

 

(xvii)     the current Controlling Class;

 

(xviii)   the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;

 

(xix)      a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;

 

(xx)       a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);

 

(xxi)      all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;

 

(xxii)     in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) and Section 4.01(f);

 

(xxiii)    the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously allocated Realized Losses;

 

(xxiv)    the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date, with respect to the pool of Mortgage Loans;

 



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(xxv)     with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;

 

(xxvi)    with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;

 

(xxvii)   the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;

 

(xxviii)  [RESERVED];

 

(xxix)     the then-current credit support levels for each Class of Certificates;

 

(xxx)      the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);

 

(xxxi)     a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;

 

(xxxii)    a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage Loan Seller;

 




(xxxiii)
 an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which
information will be provided to the Certificate Administrator by the Master Servicer; and


 






(xxxiv)  the
amount of any Excess Interest actually received.

 

In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv), (xxv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all
Certificates of each applicable Class and per Definitive Certificate.

 


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The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website or filing such information
pursuant to this Agreement, including, but not limited to, filing via the EDGAR system, unless the Certificate Administrator has
an explicit obligation to review or prepare such information.

 

Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i)
and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns
for such calendar year.  Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the
Code as from time to time are in force.

 

Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.

 

(b)       
[RESERVED].

 

(c)       
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent
such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law.  Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein.  In connection with providing access to the Master Servicer’s
or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer.  Neither the Master Servicer nor the Special Servicer, as the
case may be, shall be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer
nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13
and Section 4.02(a), other than information produced by the Master Servicer or the Special Servicer, as applicable; 

 



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provided
that such information otherwise meets the requirements set forth herein with respect to the form and substance of such information
or reports.  The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to be made by such report.

 

The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator.  None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute,
verify or recalculate the information provided thereto by the Master Servicer.  Unless the Certificate Administrator has
actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator
is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01,
preparing the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates
in accordance with Section 4.04.

 

Notwithstanding
the foregoing, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure,
in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties.  The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems
appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

 

(d)      
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act.  Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility
for the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person
including any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information
so furnished which was prepared or delivered to them by another.

 

(e)       
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as

 


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specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.

 

(f)       
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the
Master Servicer’s (in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of
a Specially Serviced Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder)
and if such information is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master
Servicer or the Special Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate
Administrator’s Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, through the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling
Class Loan) relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or
such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided that, in connection therewith,
the Master Servicer or the Special Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally to the effect that such
Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential
and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely.  In addition,
the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder
or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit
P-1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder
with respect to a particular Mortgage Loan.  For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).

 

Section
4.03    P&I Advances.  (a)  On or before 4:00 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the
Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect
of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders
in subsequent months in discharge of any such obligation to make such P&I Advances or (iii) make such P&I Advances
in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made.  Any amounts
held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately reflected in
the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before the
next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which such P&I Advances were made).  The Master Servicer shall notify the Certificate


 


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Administrator
of (i) the aggregate amount of P&I Advances to be made by the Master Servicer for a Distribution Date and (ii) the
amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before two (2) Business Days prior to such
Distribution Date.  If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on
any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City
time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written notice
of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. 
In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall
notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date.  Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be
deposited into the Collection Account for payment to CREFC® on such Distribution Date.

 

If
the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.

 

If
the Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide
to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within
two (2) Business Days of making such P&I Advance.

 

(b)       
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date, and each Mortgage Loan, shall be equal to:  (i) the Periodic
Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any related REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection
Period and were not received as of the close of business on the Business Day preceding the related P&I Advance Date (or not
advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent
in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan
related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor.  Subject to subsection (c) below, the obligation of the Master Servicer to make such
P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other
than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds,
if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect
thereto are to be distributed.  No P&I Advances shall be made with respect to any Companion Loan.

 


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(c)            
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer,
the Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Other Servicer, as the case may be, that an Other
Servicer or the Other Trustee has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect
to a Serviced Companion Loan, that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar
to a P&I Advance would be, or any outstanding advance under such Other Pooling and Servicing Agreement that is similar to
a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon
such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall
not be required to make any additional P&I Advances with respect to the related Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with
the related Other Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer
or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I
Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With
respect to each Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master
Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is,
as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide
the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within two
(2) Business Days of the date of such determination. If the Master Servicer receives written notice from the related


 






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Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined, or the Non-Serviced
Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that
any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance
under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special
Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed to
be made with respect to the related Non-Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either
case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional
P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination
may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)           
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance
(i) if the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period
has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related
P&I Advance Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I
Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such
purpose are deposited in the Collection Account.


 


(e)            
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I
Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to
any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in
accordance with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount) then in the
event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the
related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion
of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such
Mortgage Loan for such Distribution Date without regard to this Section 4.03(e), and (y) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan


 



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immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such
Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for
the related Distribution Date.


 


(f)            
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section
4.04       Allocation of Realized Losses. (a)  On each Distribution Date, immediately
following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall
calculate the Realized Loss for such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of
Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced
by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which
any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent that any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) and
previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan
or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i) the
amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
that previously were allocated Realized Losses in sequential order according to the priority of payments for the Principal Balance
Certificates (and in the case of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis
according to the amount of unreimbursed Realized Losses on such Classes), in each case up to the lesser of (A) the unallocated
portion of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject class
of certificates; and (ii) the Interest Shortfall with respect to each affected class of Certificates for the next Distribution
Date shall be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored
write-down for the reimbursed class of Principal Balance Certificates had never been written down. If the Certificate Balance
of any Class of Principal Balance Certificates is so increased, the amount of unreimbursed Realized Losses of such Class of
Principal Balance Certificates shall be decreased by such amount.


 


(b)           
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write-off shall be allocated first, to the Class H-RR Certificates, second, to the Class G-RR
Certificates, third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth,
to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates,
eighth, to the Class A-S Certificates and then, pro rata (based on their respective Certificate
Balances), to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, in each


 



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case
until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)            
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05       Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For
purposes of (x) determining the Controlling Class (and whether a Control Termination Event or an Operating Advisor Consultation
Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal
of the Special Servicer or the Operating Advisor, Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan,
to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Principal Balance Certificates
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is
reduced to zero (i.e., first, to the Class H-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D
Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth,
to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements,
to the Senior Certificates (other than the Class X-A, Class X-B and Class X-D Certificates).


 


As
of the first Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the
Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information
in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the
Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly
request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent
appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer
to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first
Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth in the immediately
preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement that
a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. None
of the Master Servicer (with respect to Mortgage Loans other than Non-Serviced Mortgage Loans), the Special Servicer (with respect
to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify
any Collateral Deficiency Amount.


 






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With
respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining
(i) the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii) 
the Controlling Class or the occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation
Event, the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The
Special Servicer (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case
of a Non-Serviced Mortgage Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master
Servicer shall notify the Certificate Administrator), of the amount of any Appraisal Reduction Amount (which notification from
the Master Servicer to the Certificate Administrator shall be made by delivery of the CREFC® Loan Periodic Update
File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the Master Servicer)
any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan,
if any (which notification shall be satisfied through delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount
and Cumulative Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Template included in the
CREFC® Investor Reporting Package or such other report or reports mutually agreed upon between the Master Servicer
and the Certificate Administrator (which shall be delivered by the Master Servicer simultaneously with the CREFC®
Loan Periodic Update File in accordance with Section 3.12(d)) and the Certificate Administrator shall promptly post
notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable,
to the Certificate Administrator’s Website. Based on information in its possession, the Certificate Administrator shall
determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change
in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating
Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder and
the identity of the Controlling Class as set forth in Section 3.23(l) (the cost of obtaining such information
from the Depository being an expense of the Trust).


 


(b)           
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined
at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”)
as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall
have the right and, with respect to a Serviced Whole Loan, the Other Servicers shall have the right upon the request of similarly
situated holders of certificates in the related Other Securitization, at their sole expense, to require the Special Servicer to
order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced
Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction
Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
With respect to any such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use
commercially reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt
of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an


 



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additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the
Master Servicer shall use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special
Servicer and to forward such second appraisal to the Special Servicer.


 


(ii)            
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency
Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.
The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall
refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if
any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer
or the Master Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding
the date on which either (A) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer determines that no
recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special Servicer,
the Master Servicer or Non-Serviced Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling
Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates,
if any.


 


(c)            
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed,
notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update
of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would
be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b)
above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the


 



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occurrence and continuance of any Consultation Termination Event and (ii) other than with respect
to any Excluded DCH Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b) above) and receipt of information requested by the Special Servicer from the Master
Servicer that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount,
the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event
and (ii) other than with respect to any Excluded DCH Loan) the Directing Certificateholder, the amount and calculation or
recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction
Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such
duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special
Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Following
the Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master
Servicer shall provide such information to the Certificate Administrator in the form of the CREFC® Loan Periodic
Update File and the CREFC® Appraisal Reduction Template provided to it by the Special Servicer or such other report
or reports mutually agreed upon between the Master Servicer and the Certificate Administrator. Such report shall also be forwarded
by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the
related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other Securitization
into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master
Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required
to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or
Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance
of a Consultation Termination Event and other than with respect to any Excluded DCH Loan, the Special Servicer shall consult with
the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal
Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the
Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to
a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the
extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in
calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged
Property having occurred and affecting the validity of such Appraisal or valuation.


 






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The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor; provided
that the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation
to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the
Special Servicer’s reasonable request.


 


(d)           
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)            
Each Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect
of a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata
between the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount
that would impact any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced
Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal
balances.


 


Section
4.06       Grantor Trust Reporting. (a)  The parties intend that the portions of
the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted
so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions
hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class V Certificates in the Grantor Trust
so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed,
Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service
with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V
Certificates, the Excess Interest and Excess Interest Distribution Account, in the time or times and in the manner required by
the Code.


 






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(b)           
As of the Closing Date no Class V Certificate is held through a “middleman” as defined by the WHFIT Regulations.
If the Certificate Administrator receives notice that the Class V Certificates are held through a “middleman”
as defined by the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report
as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator
to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume
that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate
Administrator with the identities of other “middlemen” as defined by the WHFIT Regulations that are Certificateholders.
The Certificate Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event
that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)            
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT
information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for
providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)           
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class V Certificate, by acceptance of its interest in such Class of securities, will be deemed to have
agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount
of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate, including the price,
amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume
there is no secondary market trading of WHFIT interests.


 


(e)            
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator shall use a reasonable identifier number in lieu of
a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 


Section
4.07       Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document
Request Tool. (a)  The Certificate Administrator shall make available, only to Privileged Persons, the Investor
Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions
to (A) the Certificate


 



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Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special
Servicer, as the case may be, relating to the reports being made available pursuant to Section 3.13(b) and Section 3.13(e),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating
Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master
Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the
appropriate person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case
within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not
to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an
answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided
that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain
such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry
would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation
of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the
Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or (vii) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the
Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination.
In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part
of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event
that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that
will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the
Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the
Pooling and Servicing


 



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Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any
Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason,
not advisable, no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum
will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters
or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information
posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such
information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any
Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via
the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond
to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide information to
such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)           
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it
grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from
the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)            
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any


 



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Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency
Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the
forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for
loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special
Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the
Master Servicer to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer
or the Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable
period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports,
as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider
in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement
or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating
Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the
case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond
the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under
this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 






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Section
4.08       Secure Data Room. (a)  The Certificate Administrator shall create a
Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and
within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence
Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof,
the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure
Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations
Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative
Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR
hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For
the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)           
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)            
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the
Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in
writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete
all files from the Secure Data Room. Upon


 



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deletion, in no event shall the Certificate Administrator be obligated to reproduce
or retrieve such deleted files.


 


[End
of Article IV]


 


ARTICLE
V



THE CERTIFICATES


 


Section
5.01       The Certificates. (a)  The Certificates will be substantially in the
respective forms annexed hereto as Exhibits A-1 through and including A-3, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the
Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and
may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution
thereof. The Class X Certificates shall be issuable only in minimum Denominations of authorized initial Notional Amount of
not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A
and Class X-B Certificates) shall be issuable only in minimum Denominations of authorized initial Certificate Balance of
not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D,
Class R and Class V Certificates) shall be issuable in minimum Denominations of authorized initial Certificate Balance
of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class of Certificates does not equal an integral multiple of $1.00, then a single
additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or
initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount.
The Class V Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class V
Certificates and in integral multiples of 1% in excess thereof. The Class R Certificates shall be issued, maintained and
transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess
thereof.


 


(b)           
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02       Form and Registration. No transfer of any Non-Registered Certificate shall be
made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration
or qualification under applicable state securities laws, or is made in a transaction which does not require such registration
or qualification. If a


 



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transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Retaining
Party) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then
the following subsections (a)-(d) shall apply.


 


(a)            
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in
definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf
of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust
office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the
account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest
in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the
procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear
or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period,
distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made
to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate
of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry
Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided;


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)           
Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates during the Transfer
Restriction Period and other than in connection with the initial issuance of a Class V Certificate) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A
Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as
custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate
Balance of a Rule 144A Book-Entry


 



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Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)            
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall
be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V
Certificates shall only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be issued in the
form of Definitive Certificates at all times during the Transfer Restriction Period.


 


(d)           
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a
qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to
institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession
of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered
Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence
of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that
are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and
receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in
the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate,
the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar
shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of
Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all
references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as
the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


(e)            
From and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be held
as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator
(and each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s


 



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trust accounting system under the Retained Certificate Safekeeping Account), as custodian for, and for the benefit of, the Holder
of the related Certificate. The Certificate Administrator shall hold the Risk Retention Certificates in safekeeping and shall
release the same only upon receipt of written instructions from the holder(s) of the Risk Retention Certificates and the Retaining
Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or in connection
with a Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any
additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. 
After its release of the Risk Retention Certificates in accordance with the provisions of this Agreement, the Certificate Administrator
shall have no obligation or liability with respect to the safekeeping of the Risk Retention Certificates. There shall be, and
hereby is, established by the Certificate Administrator an account which will be designated the “Retained Certificate Safekeeping
Account” and in which the Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement. 
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained
Certificate Safekeeping Account for a Retaining Party.  Such subaccounts shall be marked or evidenced as being for the benefit
of the Holder of the related Certificate. The Risk Retention Certificates to be delivered in physical form to the Certificate
Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Risk Retention Certificates
shall be remitted to the Retained Certificate Safekeeping Account, but shall be remitted directly to the Retaining Parties in
accordance with written instructions provided separately by the Retaining Parties to the Certificate Administrator on the Closing
Date.  Under no circumstances by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator
be obligated to bring legal action or institute proceedings against any person on behalf of a Retaining Party. During the Transfer
Restriction Period and for such longer time as a Retaining Party may request, the Certificate Administrator shall hold the Definitive
Certificates representing the Risk Retention Certificates owned by such Party at the below location, or any other location; provided
the Certificate Administrator has given notice to the Retaining Parties of such new location:


 


Wells
Fargo Bank, N.A.

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On
the Closing Date, and upon completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties
substantially in the form of Exhibit TT hereto evidencing its receipt of the Risk Retention Certificates.


 


The
Certificate Administrator shall make available to each Retaining Party its respective account information as mutually agreed upon
by the Certificate Administrator and such Retaining Party, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i).


 






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For
the sake of clarity, after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction
of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).


 


Section
5.03       Registration of Transfer and Exchange of Certificates. (a)  The Certificate
Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates
of each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation
S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration
of transfer, (ii) holding the Risk Retention Certificates (during such times as required hereunder) as Definitive Certificates
on behalf of each Holder of such Certificate and (iii) transmitting to the Depositor, the Master Servicer and the Special
Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its
services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred
to in this Section 5.03.


 


(b)           
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the
beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or


 



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cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in
the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of
the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)           
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the
Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation
S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an
interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case
such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may
reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)            
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S


 



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Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the
same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of
(1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as
registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with
respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account
of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation
S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a
certificate in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person
transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted
Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect
that such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining
such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account
of the Person making such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate that is being transferred.


 


(f)            
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation
S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be,
a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance


 



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of interests in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests
in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate
Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance
represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding
increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation
S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under
this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered
hereunder.


 


(g)           
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk
Retention Certificate during the Transfer Restriction Period or (b) a Class R Certificate) wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer
all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable,
and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest
in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions
from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest
in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to
be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry
Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that
the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto
(in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,
authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the
portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate
by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause
to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 






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(h)           
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.02(d), and subject to the issuance and transfer of a Risk Retention Certificate during the Transfer Restriction
Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest
in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)             
Transfers of Risk Retention Certificates. During a Transfer Restriction Period, if a Transfer of any Risk Retention Certificate
after the Closing Date is to be made, then the following documents shall be delivered to the Certificate Administrator, who shall
facilitate such transfer in conjunction with the Certificate Registrar and shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) (i) instruction from the Certificateholder desiring to effect such transfer
and the Retaining Sponsor pursuant to Section 5.02(e) directing the Certificate Administrator to release such Risk
Retention Certificate from the Retained Certificate Safekeeping Account in connection with a transfer of such Risk Retention Certificate,
(ii) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor, (iii) a certification
from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4,
which such certification must be countersigned by the Retaining Sponsor, (iv) an IRS Form W-9 completed by the prospective
Transferee and (v) wiring instructions and contact information of the prospective Transferee. After the Transfer Restriction
Period, and for so long as the Risk Retention Certificate, as applicable, is not held in safekeeping, the Certificate Registrar
shall refuse to register any Transfer unless it receives (x) a certification from such Certificateholder’s prospective
Transferee substantially in the form attached hereto as Exhibit D-3 and (y) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4; provided that after
the Transfer Restriction Period, the countersignature of the Retaining Sponsor to such certifications shall not be required. Upon
receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(n),
reflect such Risk Retention Certificate, in the name of the prospective Transferee. For the avoidance of doubt, in no event shall
a Risk Retention Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period.


 


(j)             
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)           
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 






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(l)             
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)         
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or, with respect to the Risk Retention Certificates, a Retaining Party) of any such Certificate shall
be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from the
proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect
that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code or a governmental plan (as defined in Section 3(32)
of ERISA) or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting
on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60) under circumstances whereby
the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a
Plan subject to Similar Law, where the purchase, holding and disposition by such Plan would not constitute or result in a non-exempt
violation of applicable Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser
or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975
of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the
Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement.
The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted
Certificate unless the Trustee and Certificate Administrator have received either the representation letter described in clause (i)
above or the Opinion of Counsel described in


 



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clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, any sub-servicer,
the Trustee, the Certificate Administrator, the Certificate Registrar, the Initial Purchasers, the Underwriters, the Operating
Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed
to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer,
sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction
under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)           
No Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that
is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate.
Each prospective transferee of a Class R or Class V Certificate shall deliver to the transferor and the Certificate
Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee
is not and will not become a Plan or a person acting on behalf of or using the assets of a Plan. Each Holder of a Class R
or Class V Certificate shall be deemed to represent that it is not and will not become a Person specified in the second preceding
sentence. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio
and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


(p)           
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual
Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual
Ownership Interest are expressly subject to the following provisions:


 


(i)            
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its
status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect,
and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of
the Residual Ownership Interest as soon and as fully as possible.


 


(ii)            
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the


 



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Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit  D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated
by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership
Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest
to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty,
of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.03(p) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in its Transferee Affidavit are
false.


 


(iii)            
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information
from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal
Revenue Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application
of Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, that such Persons shall
in no event be excused from furnishing such information.


 






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(q)           
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)            
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall
be deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(s)            
Each Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)            
Such Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate
for its own account or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that
the sale of the Non-Registered Certificates to it is being made in reliance on Rule 144A, (B)(i) (except with respect to
the Class R Certificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is
purchasing such Non-Registered Certificate for its own account or for the account of another Institutional Accredited Investor,
and (ii) is not acquiring such Non-Registered Certificate with a view to any resale or distribution of such Non-Registered
Certificate other than in accordance with the restrictions set forth in this Section 5.03, or (C) (except with respect
to the Class R Certificates) is an institution that is not a United States Securities Person, and is purchasing such Non-Registered
Certificate in an Offshore Transaction.


 


(ii)            
Such Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified
under the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting
the requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United
States Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except
with respect to the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer,
and in each case, in accordance with any applicable federal securities laws and any applicable securities laws of any state of
the United States or any other jurisdiction.


 


(iii)            
Such Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer
or a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in
book-entry form and may be transferred in physical form only in compliance


 



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with the restrictions in clause (ii)(C) above
and no such transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser
provides certification that the transfer complies with such restrictions, as described in this Section 5.03.


 


(iv)            
Such Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the
characteristics of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any
law, rule, regulation, charter, trust instrument or other operative document, investment guidelines or list of permissible or
impermissible investments that is applicable to such Certificate Owner.


 


(t)             
Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an
“ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of its purchase
of such Certificate, will be deemed to have represented that none of the Depositor, any Underwriter, any Initial Purchaser, the
Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer, or any of their respective affiliated entities (the “Transaction Parties”), has provided any investment
recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan
has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the
meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s
acquisition of Certificates (unless an applicable prohibited transaction exemption is available (all of the conditions of which
are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise prohibited), and the
ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in evaluating
the investment in the Certificates.


 


Section
5.04       Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may
be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest
in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar
may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


 


Section
5.05       Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement
and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Certificate


 



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Administrator, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary; provided,
however, that to the extent that a party to this Agreement responsible for distributing any report, statement or other
information required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section
5.06       Access to List of Certificateholders’ Names and Addresses; Special Notices.
(a)  The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available
to it of the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification
(i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states
that such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement
or under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then
the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder
(at such Certificateholder’s sole cost and expense) a current list of the Certificateholders. In addition, upon written
request to the Certificate Administrator of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor
Certification, the Certificate Administrator shall promptly notify such Certificateholder or Certificate Owner of the identity
of the then-current Directing Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that
the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of
the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the
names and addresses of Certificateholders from time to time upon request therefor.


 


(b)           
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall
include the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the
request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has
received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is
hereby understood that a disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request
to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which this report on
Form 10-D relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested
in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the
pooling and servicing agreement


 



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governing the Securitization. Other Certificateholders and Certificate Owners may contact the
requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)            
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section
5.07       Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause
to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement
may be served. The Certificate Registrar initially designates its office at 600 South 4th Street, 7th Floor,
MAC N9300-070, Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written
notice to the Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such office
or agency.


 


Section
5.08       Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National
Association is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate
Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee
or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility
requirements set forth in Section 8.06.


 


(b)           
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)            
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and
the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 






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(d)           
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)            
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall
not relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


 


Section
5.09       [RESERVED].


 


Section
5.10       Voting Procedures. With respect to any matters submitted to Certificateholders
for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(a)            
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)           
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the
Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes
with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has
passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote
without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates
are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 






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(c)            
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)           
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)            
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End
of Article V]


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01       Representations, Warranties and Covenants of the Master Servicer, Special Servicer,
the Operating Advisor and the Asset Representations Reviewer. (a)  The Master Servicer, for itself only, hereby
represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and
the Operating Advisor, as of the Closing Date, that:


 


(i)            
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 






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(ii)            
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master
Servicer to perform its obligations under this Agreement;


 


(iii)            
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)           
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


(vi)            
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which
would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)          
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)          
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by
the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations,


 






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orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)            To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of a Third Party Purchaser.


 


(b)            
The Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)             
The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Florida;


 


(ii)             
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of
this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents,
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and
adversely affect the ability of the Special Servicer to perform its obligations under this Agreement;


 


(iii)           
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)           
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to


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materially and adversely affect the ability of the Special Servicer
to perform its obligations under this Agreement;


 


(vi)            
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)          
The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)         
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)            
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)             
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)           
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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(iv)           
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)            
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)           
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)          
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(viii)         
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder; and


 


(ix)            
The Operating Advisor is an Eligible Operating Advisor.


 


(d)            
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)             
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in


 



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which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is
likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations
under this Agreement or its financial condition;


 


(iii)            
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)            
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)            
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)          
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 






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(viii)         
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)            
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


  


(e)             
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering
such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the
occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02       Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and
the Asset Representations Reviewer herein.


 


Section
6.03       Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating
Advisor, the Special Servicer or the Asset Representations Reviewer. (a)  Subject to subsection (b)
below, each of the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence, rights and
franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve
its qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect
the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform
its respective duties under this Agreement.


 


(b)           
Each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing, asset representations reviewing or commercial
mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer
shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special


 



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Servicer, the Operating
Advisor, or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer,
in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution
or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and
serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation
or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and,
with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the
surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall
not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of
Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or
the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person
if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor,
as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer,
which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger
Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such
Other Securitization, as the case may be, shall have failed to notify


 



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the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)        
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)       
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to
have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or
surviving Person.


 


Section
6.04       Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing
shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of such party’s duties or by reason of negligent disregard of such party’s
obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the
partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document
of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager,
employee or


 



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agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or
administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans
or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to
the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information
Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely
on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been
signed or presented by the proper party or parties and each of them may consult with counsel, in which case any written advice
of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)           
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such
Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion
Loan are involved, such expenses, costs and liabilities will be payable


 



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out of funds related to the applicable Serviced Whole
Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection
Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs
or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan,
as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities.
In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled
to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection
Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)            
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Master Servicer (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer), the
Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs (including, without limitation, in connection with the enforcement of such indemnified
party’s rights under this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may
sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer,
as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the
Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such
claim is materially prejudiced thereby.


 


Each
of the Master Servicer and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred
by the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master
Servicer or the Special Servicer, as applicable, of any obligation it has to deliver


 



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information to the 17g-5 Information Provider
as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e),
Section 3.12, Section 3.17(c) and Section 3.18(g) or (ii) a breach by the Master Servicer
or the Special Servicer, as applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g)
and Section 3.13(i).


 


(d)           
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the
Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs (including, without limitation, in connection with the enforcement of such indemnified party’s
rights under this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)            
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Depositor if


 



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a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)            
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the
case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)           
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)           
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable


 



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legal fees and related costs (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)             
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents, shall be indemnified by the Trust and held
harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement)
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Whole Loan and the related Non-Serviced
Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required
to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the
related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer.


 


(j)             
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case
may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their
respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer
or the Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or
the Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would
or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the


 



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relevant
provisions of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05       Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the
provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder
are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the
appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master Servicer
or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination permitting
the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by
an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence
and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation
of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered
pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a)
above shall become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have
assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations in accordance
with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until
the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other
Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c))
or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer
or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or special
servicer with respect to this Section 6.05; provided that, such successor master servicer or special servicer
shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the
occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the Directing Certificateholder,
such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket costs and expenses (including
reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall
the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer if the
Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section
6.06       Rights of the Depositor in Respect of the Master Servicer and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and
the Special Servicer


 



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hereunder or exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder;
provided, however, that the Master Servicer and the Special Servicer shall not be relieved of any of their respective
obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise
the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section
6.07       The Master Servicer and the Special Servicer as Certificate Owner. The Master
Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”)
the same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section
6.08       The Directing Certificateholder.


 


(a)            
Other than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no
Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other than any Excluded DCH Loan), (2) the
Special Servicer with respect to all Non-Specially Serviced Loans (other than any Excluded DCH Loan), as to all Major Decisions
and (3) the Master Servicer to the extent the Directing Certificateholder’s consent is required by the definition of
Master Servicer Decision. Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to,
the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b), for so long as no Control
Termination Event has occurred and is continuing (such limitation not to be applicable to a Loan-Specific Directing Certificateholder),
the Special Servicer shall only be permitted to take any of the following actions (each, a “Major Decision”)
as to which the Directing Certificateholder has consented in writing within ten (10) Business Days after the Directing Certificateholder’s
receipt of the Special Servicer’s written recommendation, which may be in the form of an Asset Status Report, and analysis
and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer
in order to grant or withhold such consent, which report may (in the sole discretion of the Special Servicer) take the form of
an Asset Status Report (the “Major Decision Reporting Package”) (provided that if such written consent
has not been received by the Special Servicer within such ten (10) Business Day period, then the Directing Certificateholder
will be deemed to have approved such action):


 


(i)       
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 


(ii)       
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or
Serviced Whole Loan other


 



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than in connection with a maturity default if a refinancing or sale is expected within 120 days
as provided in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)            
following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including
the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the
related Mortgage Loan documents;


 


(iv)           
any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the
termination of the Trust), in each case, for less than the applicable Purchase Price;


 


(v)            
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Mortgaged Property or an REO Property;


 


(vi)            
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than (I) if required pursuant to the specific
terms of the related Mortgage Loan documents or (II) a release of a non-material, non-income producing parcel as described under
clause (ii) or clause (v) of the definition of “Master Servicer Decision”;


 


(vii)          
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as described under clause (xiii) of the definition of “Master Servicer Decision” or, solely with
regard to Specially Serviced Loans, as may be effected (I) without the consent of the lender under the related loan agreements,
(II) pursuant to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion;


 


(viii)         
any consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property
manager is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new
property manager;


 


(ix)            
any franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under
the related Mortgage Loan documents;


 


(x)             
other than in the case of any Non-Specially Serviced Loan, releases of any material amounts from any escrow accounts, reserve
funds or letters of credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 






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(xi)            
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(xii)          
other than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine
lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan (except any modification,
amendment, consent to a modification or waiver of any term of any Intercreditor Agreement or any intercreditor, co-lender or similar
agreement with any mezzanine lender or subordinate debt holder to split or resize notes consistent with the terms of such Intercreditor
Agreement or such intercreditor, co-lender or similar agreement), or any action to enforce rights (or decision not to enforce
rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact
the Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)          
any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)         
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with
a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type
of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other
than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal
prepayment instead of defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xv)          
determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, waiver, amendment
or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)         
other than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease (addressed in clause
(xv) above), any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination,
non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects
an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property;


 


(xvii)        
other than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements
(other than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation
to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 








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(xviii)       
other than in the case of a Non-Specially Serviced Loan, any approval of or consent to a grant of an easement or right of way
that materially affects the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect
to the related Mortgage Loan or any related Companion Loan or subordination of the lien of the Mortgage Loan to such easement
or right of way; and


 

(xix)          
other than in the case of any Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


provided,
however, that, in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate
action, with respect to the foregoing matters, or any other matter requiring consent of the Directing Certificateholder prior
to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with
the Directing Certificateholder or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or,
with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the
Special Servicer or the Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to consult with the Directing Certificateholder or the Operating Advisor, as the case may be); provided
that the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating
Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. Neither the Master Servicer nor the Special Servicer is required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event, the Special Servicer shall consult with the Directing Certificateholder (only
prior to the occurrence and continuance of a Consultation Termination Event) in connection with any Major Decision not relating
to an Excluded DCH Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior
to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended
by the Directing Certificateholder in respect thereof. In the event the Special Servicer receives no response (which initial request
shall include a Major Decision Reporting Package) from the Directing Certificateholder within 10 Business Days following its written
request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder
on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond
shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or Serviced
Whole Loan. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor (a) prior to the
occurrence of an Operating Advisor Consultation Event, promptly after the Special Servicer receives the Directing Certificateholder’s
approval or deemed approval with respect to such Major Decision or (b) following the occurrence and during the continuance of
an Operating Advisor Consultation Event, simultaneously upon providing such Major Decision Reporting Package to the Directing
Certificateholder; provided, however, that, with respect to any Non-Specially Serviced Loan other than an Excluded
Loan, no Major Decision Reporting Package shall be


 



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required to be delivered prior to the occurrence and continuance of an Operating
Advisor Consultation Event. With respect to any particular Major Decision and related Major Decision Reporting Package and any
Asset Status Report, the Special Servicer shall make available to the Operating Advisor a Servicing Officer with relevant knowledge
regarding the related Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions
that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report. In addition,
if an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer shall also consult with the Operating
Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating
Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Event hereunder) and consider alternative
actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis.
In the event that the Special Servicer receives no response from the Operating Advisor within 10 Business Days following the later
of (i) its written request for input (which request shall include the related Major Decision Reporting Package) on any required
consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to
the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on
the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters
shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any
Excluded DCH Loan (regardless of whether a Control Termination Event, a Consultation Termination Event or an Operating Advisor
Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08(a)
for consulting with the Operating Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter
that constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 


Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward
such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing
with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect
to such request or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the
Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested
by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any
Major Decision.


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred
and is continuing, the Directing


 



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Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the
Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement,
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a)
or this paragraph may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan
or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions
(and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without
limitation the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or
expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer
or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act,
or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be,
is not in the best interests of the Certificateholders.


 


In
the event the Special Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or the Operating Advisor or any advice from the Directing Certificateholder or the Operating Advisor would cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal
to consent or advise and notify the Directing Certificateholder or the Operating Advisor, respectively, and the Trustee and the
Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the
Directing Certificateholder or the advice of the Operating Advisor that does not violate the terms of any Mortgage Loan, applicable
law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master
Servicer or the Special Servicer.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
(exclusive of a Loan-Specific Directing Certificateholder) shall not be protected against any liability to a Controlling Class Certificateholder
that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties owed to
the Controlling Class Certificateholders or by reason of reckless disregard of obligations or duties owed to the Controlling
Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing
Certificateholder may take actions that favor the interests of one or more Classes of the Certificates including the Holders of
the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may
act solely in its own interests or the interests of the Holders of the Controlling Class, that the Directing Certificateholder
does not have any duties or liability to the


 



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Holders of any Class of Certificates other than the Controlling Class except
in the case of a Loan-Specific Directing Certificateholder, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in its own interests or the interests of the Holders of the Controlling Class, and that the
Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so
acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such
Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests
that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the
related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)           
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Excluded DCH Loan), the Directing Certificateholder (other than any Loan-Specific
Directing Certificateholder) shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to receive any notices, reports or
information to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer and any other applicable
party shall consult with the Directing Certificateholder (other than with respect to any Excluded DCH Loan), to the extent set
forth herein in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after
the occurrence and during the continuance of a Consultation Termination Event (and at any time with respect to any Excluded DCH
Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 






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Section
6.09       Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly
set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the
transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National
Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of
the same Responsible Officers or Servicing Officers, as applicable.


 


[End
of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01       Servicer Termination Events; Master Servicer and Special Servicer Termination.
(a)  “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer
or the Special Servicer, as the case may be, any one of the following events:


 


(i)            
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)            
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)           
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any
material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for
a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case
may be, contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure
to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance
policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given (A) to the Master Servicer or the


 



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Special Servicer, as the case may be, by any other party hereto, or (B) to
the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari
Passu Whole Loan if affected by that failure, by the related Serviced Companion Noteholders; provided, however,
if such failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such period will be extended an additional thirty (30) days; provided, further, however,
that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests
of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which
continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to
be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and
the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholders; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)            
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed for
a period of sixty (60) days; or


 


(vi)      
     the Master Servicer or the Special Servicer shall consent to the appointment of a conservator,
receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the Master Servicer or the Special Servicer, as the case may be, or
of or relating to all or substantially all of its property; or


 


(vii)          
the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 






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(viii)         
KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by KBRA (or, in the case of Serviced Pari Passu Companion
Loan Securities, any Companion Loan Rating Agency), within sixty (60) days of such rating action) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer,
as the case may be, as the sole or a material factor in such rating action; or


 


(ix)            
the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that
rating within 60 days of the delisting; or


 


(x)            
the Master Servicer or the Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a “U.S.
Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable, and is
not restored to such status on such list within 60 days.


 


(b)           
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of
this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and
every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded DCH Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates
entitled to more than 25% of the Voting Rights, the Trustee shall terminate (and the Depositor may direct the Trustee to terminate
each of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice
if there is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above),
by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the
rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable);
provided, however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this Agreement for services rendered and expenses incurred.
From and after the receipt by the Affected Party of such written notice except as otherwise provided in this Article VII,
all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a
Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination
of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact
or otherwise, any and all documents and other


 



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instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent
to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to
assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may
be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without
limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if
it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received
with respect to the applicable Mortgage Loans or any REO Property (provided, however, that the Master Servicer and
the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d)
(with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master
Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and
its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 


(c)            
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x), the Master Servicer
shall have a forty-five (45) day period after such notice in which to find a successor master servicer qualified to act as
Master Servicer hereunder in accordance with Section 6.03 and Section 7.02 and to which the Master Servicer
can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five (45) day period the Master
Servicer may continue to serve as the Master Servicer hereunder. In the event that the Master Servicer is unable, within such
forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder,
then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing
that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related
Serviced Pari Passu Whole Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari
Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu
Companion Loan. The Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply
with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in


 



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accordance with this paragraph
shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)           
Subject to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any
time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded DCH Loan,
the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d)
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this
Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate
the Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole
Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder
(other than with respect to any Excluded DCH Loan) shall appoint a successor special servicer to assume the duties of the Special
Servicer hereunder; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan
Securities, the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been
completed with respect to any related Companion Loan. For the sake of clarity, the recommendation of replacement of the Special
Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall
not preclude the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement
may not be the removed Special Servicer or its Affiliate.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal
Balance Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such written
direction to assume the duties of the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating
Agency


 



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Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that
such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then current ratings of
any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative
votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so received, such
votes shall be null and void ab initio. Upon the written direction of Holders of Certificates evidencing at least
66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special
Servicer under this Agreement and appoint the successor special servicer to assume the duties of the Special Servicer (which must
be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include
on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced
AB Whole Loan that is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating
Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the
date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the
Special Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB
Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a consultation termination


 



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event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the Special
Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated
at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii)
the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating
Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report
in the form of Exhibit W attached hereto, setting forth the reasons supporting its recommendation (along with any
information the Operating Advisor considered relevant to its recommendation) and recommending a replacement Special Servicer (which
form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information,
subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no
event shall the information or any other content included in such written recommendation contravene any provision of this Agreement)
detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending
a suggested replacement special servicer to assume the duties of the Special Servicer, which shall be a Qualified Replacement
Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation
and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently
by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of
Principal Balance Certificates evidencing at least a majority of a quorum of Certificateholders (which quorum, for this purpose,
is the Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application of any
Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal
Balance Certificates on an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate
Administrator’s Website, and if not so received, such votes shall be null and void ab initio, and (B) consist
of at least three Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt
by the Certificate Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation
from each Rating Agency and confirmation from the applicable rating agencies that such appointment (or replacement) will not result
in the downgrade, withdrawal or qualification of the then current ratings of any class of any related Serviced Pari Passu Companion
Loan Securities, the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint a successor special servicer approved by the holders of Certificates evidencing at least a majority of a quorum of
Certificateholders (as set forth above) and (ii) promptly notify such outgoing Special Servicer of the effective date of
such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel)
associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification
of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not
receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed


 



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to
the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding
the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect
to a Serviced AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period
under the related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation
of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement
Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided
that such replacement may not be the removed Special Servicer or its Affiliate.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).
All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the
limitations set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s
determination under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of
the Certificateholders (regarding removal of the Special Servicer).


 


(e)            
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as
are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on
“watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with
respect to the Master Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend
beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and
(c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)            
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced
Companion Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder
of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for
servicing the related Serviced Whole Loan.


 


(g)           
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded DCH Loan,
the Directing Certificateholder shall select an Excluded Special Servicer, as


 



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successor to the resigning Special Servicer, for
the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance
of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded DCH Loan, the
resigning Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer. The Special
Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or
with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition to any such appointment that
(i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any
of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion
Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement
Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator
and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Special Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect
to an Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO
Property), (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan
shall no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all
special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after
such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the Special Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be,
has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded
Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the
case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02       Trustee to Act; Appointment of Successor. On and after the time the Master Servicer
or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05
or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable
successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor
to such party, until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as


 



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provided
in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable,
in all respects in its capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions
set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto
and that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms
and provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by
the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall
not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability
of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a
successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its
termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the
case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
as applicable, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or
special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder,
nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master
servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as
successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion
Loans which that Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including
but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject
to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees
to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee
succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the
same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything
in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer
or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the
above, the Trustee may, if it shall be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable,
or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing
Certificateholder (solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded DCH Loan) or the Holders of Certificates entitled to more
than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05
and otherwise herein, as the successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No
appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the
applicable rating agencies that such action will


 



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not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), (iii) such appointment (solely with respect to the Special Servicer) has been approved (prior
to the occurrence and continuance of a Control Termination Event) by the Directing Certificateholder, such approval not to be
unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment
of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of
a successor to the Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall
be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee,
the non-terminated Master Servicer or the non-terminated Special Servicer and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs and expenses
associated with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement
shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special
Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor master servicer or special
servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability
for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs
and expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the
Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability
for such expenses pursuant to this paragraph.


 


Section
7.03       Notification to Certificateholders. (a)  Upon any resignation of the
Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer
pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.


 


(b)           
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to


 



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have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan
is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04       Waiver of Servicer Termination Events. The Holders of Certificates representing
at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event
hereunder may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under
clause (i), (ii) or (viii) of Section 7.01(a) may be waived only with the consent of all
of the Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a)
(with respect to obligations under Article XI) may be waived only with the consent of the Depositor. Upon any
such waiver of a Servicer Termination Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c)
or Section 7.01(f), such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent
or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding
any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to the matters described above as they would if any other Person held such Certificates.


 


Section
7.05       Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within
five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer
Termination Event under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge
of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution
Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all
of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by the Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The


 



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Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01       Duties of the Trustee and the Certificate Administrator. (a)  The Trustee
and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of
all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically
set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate
Administrator contained in this Agreement shall not be construed as a duty.


 


(b)           
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)            
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements


 



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and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)            
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall
be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)            
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than
25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the
aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the
Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)           
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section
8.02       Certain Matters Affecting the Trustee and the Certificate Administrator. Except
as otherwise provided in Section 8.01:


 


(i)             
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)             
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)            
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate


 



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Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or
liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 


(iv)          
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)            
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)          
For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to
have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act,
failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is


 



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received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)         
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the
Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case
the Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor,
the Operating Advisor or the Asset Representations Reviewer;


 


(ix)           
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)            
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)           
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)          
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03       Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or
the Certificate Administrator in Section 2.01(h) and Section 2.04 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee
or the Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or


 



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on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04       Trustee or Certificate Administrator May Own Certificates. The Trustee or the
Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner
or pledgee of Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in
banking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05       Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee
and Certificate Administrator. (a)  As compensation for the performance of their respective duties hereunder, the
Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee,
and the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s
portion of one month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably
anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly
on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related
to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator
Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator Fee Rate and the Certificate
Administrator Fee shall be computed in the same manner as interest is calculated thereon and for the same period respecting which
any related interest payment due or deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of
law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation
for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate
Administrator Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance
of its powers and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee
or Certificate Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)           
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the
Special Servicer, to the extent not otherwise paid hereunder) arising out


 



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of, or incurred in connection with, any act or omission
of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers,
rights and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve,
such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider)
hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively,
in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any
of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the
terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in
the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder,
or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty
of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively,
made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation
or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate
Registrar and Authenticating Agent.


 


(c)            
The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by
the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available information
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations
and duties under this Agreement.


 


Section
8.06       Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a
corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any
state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred
under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special
Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance
Corporation, (iii) an institution whose long-term senior unsecured debt is rated


 






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at least “A-” by S&P, “A-”
by Fitch and, if rated by KBRA, “A” by KBRA; provided that the Trustee will not become ineligible to serve based on
a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “BBB”
by S&P and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “A-1”
from S&P and “F1” by Fitch and (c) the Master Servicer maintains a long-term unsecured rating of at least
“A” by S&P and “A+” by Fitch; provided that nothing in this proviso shall impose on the Master
Servicer any obligation to maintain such rating or such other rating with respect to which the Rating Agencies have provided a
Rating Agency Confirmation and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07       Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as
applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy
of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been
so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)           
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate


 



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Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)            
The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate
administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)           
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case
may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 






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Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)            
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 or in
blank, and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents
were assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review
the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each
Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed
Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the
Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial
Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 or in blank; provided, however,
that, notwithstanding anything to the contrary herein, to the extent that any such endorsement of such Mortgage Note requires
the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable
efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan
document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such
Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall
cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in
any case, such successor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage
Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments
have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)            
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08       Successor Trustee or Certificate Administrator. (a)  Any successor trustee
or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor,
the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate


 



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Administrator shall
become effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage
Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf
by the Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor,
the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)           
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)            
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09       Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person
resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party,
or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator
shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the
case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10       Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act
as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the
other provisions of this Section 8.10,


 






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such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall
be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
All co-trustee fees shall be payable out of the Trust Fund.


 


(b)           
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)            
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)           
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in
its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)            
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


 


Section
8.11       Appointment of Custodians. The Certificate Administrator is hereby appointed as
the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business
in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of
care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly
by the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another


 



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Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed hereunder
must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity
in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12       Representations and Warranties of the Trustee. The Trustee hereby represents and
warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing
Date, that:


 


(i)             
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)            
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)           
The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)           
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)           
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially


 



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and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(vii)          
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)         
To its actual knowledge, the Trustee is not a Risk Retention Affiliate of a Third Party Purchaser.


 


Section
8.13       Provision of Information to Certificate Administrator, Master Servicer and Special
Servicer. The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator
with notice of any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives
written notice of such change). The Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively
rely on the information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder,
and the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices
not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information
of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced
Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders
has not been provided to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable.


 


Section
8.14       Representations and Warranties of the Certificate Administrator. The Certificate
Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders,
as of the Closing Date, that:


 


(i)             
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)            
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 






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(iii)           
The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)            This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the
ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate
Administrator;


 


(vi)           
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)          
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)         
To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of a Third Party Purchaser.


 


Section
8.15       Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations
and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of
terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating to


 



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individuals
and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the
Master Servicer, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement
agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective
reasonable request from time to time such identifying information and documentation as may be available for such party in order
to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


ARTICLE
IX



TERMINATION


 


Section
9.01       Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this
Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this
Agreement of the Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make
payments to Certificateholders as hereafter set forth), the Certificate Registrar, the Custodian (other than the obligations of
the Custodian to deliver any remaining Mortgage Files with any necessary assignments, endorsements and other instruments as hereafter
set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the
final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto,
(ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the
Master Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the Termination Purchase Amount,
plus (b) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such
termination, other than in the case of the Master Servicer or Special Servicer, as applicable, that is a purchaser of such Mortgage
Loans, minus (c) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount
of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in
accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable
solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection
with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by
the Sole Certificateholder of all the outstanding Certificates (other than the Class R and Class V Certificates) for
the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James’s, living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the
immediately preceding sentence, the Custodian shall release or cause


 



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to be released to the Master Servicer, at the address provided
in Section 13.05 of this Agreement or to such other address designated by the Master Servicer in writing, any Mortgage
Files remaining in its possession.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class R and Class V Certificates)),
the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates
(other than the Class R and Class V Certificates) for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written
notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that
the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and Class V Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall remit for deposit in the Collection Account an amount in immediately available funds equal to all amounts due
and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder
through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable
to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account
pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit in the Collection
Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution
Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final
distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the
Class R and Class V Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request
for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the
Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax
purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal
to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto,
and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and
Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and


 



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(ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates, in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired
through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving
written notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days
prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special
Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the purposes of this calculation, if such right
is being exercised after the Distribution Date in January 2030 and the Mortgage
Loan identified as Mortgage Loan Number 13 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage
Loan will be excluded from the then-aggregate stated principal balance of the pool of Mortgage Loans and from the Initial Pool
Balance) as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders
of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit
in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which
the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account
that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made,
the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the
Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as
the case may be, as shall be necessary to effectuate transfer of the Mortgage Loans as assets of the Trust and REO Properties
remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option
to terminate the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders
of the Class R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent
of the Holders


 



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of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets
of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter
to the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to the Holders of the Class V Certificates so presented,
any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed
to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution
Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(e)
and Section 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust
for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall
be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02       Additional Termination Requirements. (a)  In the event the Master Servicer
or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with
the following additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4)
of the Code:


 






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(i)             
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)            
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash;
and


 


(iii)           
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests
and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the
Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in
respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet
claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01   REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections
to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each
such election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day
of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the
Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated
as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer
or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code)
in any Trust REMIC other than the foregoing interests.


 


(b)           
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.


 


(c)            
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any


 



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liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05 unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate
Administrator is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the
Code) of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to such
designation, on behalf of themselves and all successor Holder of Class R Certificates.


 


(d)           
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the
Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne
by the Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause
to be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC,
an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible
means.


 


(e)            
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the Certificate
Administrator as the “partnership representative” of each of the Trust REMICs created hereunder.


 


(f)            
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at


 



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the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate
Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax
(not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action
(whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received
an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator
may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)           
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any
“prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust
REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and
then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c)
and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified
in Section 4.01(a) or Section 4.01(b), as applicable, to the extent they are fully reimbursed for any
Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR


 



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Interest.
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes
imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations
under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)           
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)             
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(j)             
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other
than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)           
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)             
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III
of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection
Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will
not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust
against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)         
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of a Class R Certificate,


 



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past or present. Each Holder of a Class R Certificate agrees, by
acquiring such Certificate, to any such elections, and agrees to reasonably cooperate with the Certificate Administrator in connection
with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


Section
10.02   Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this
Article X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this
Article X either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties
or obligations under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)           
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)           
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04   Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the
Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator
shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC
Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 






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(b)           
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)            
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of
resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible
in accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC
Administrator, in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer,
the Trustee and the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however,
that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04.
Any successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC
Administrator shall have responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01   Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, and any
Other Securitization subject to Regulation AB that includes a Serviced Companion Loan,


 



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each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor
and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit
the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures
relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations
Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the
related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary
in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent that any party has an obligation to exercise commercially reasonable efforts to cause
a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section
11.02   Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and
the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which
the Master Servicer and the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or
(ii) which may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or
Certificate Administrator, the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator
shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor,
as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such
shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other
Certificate Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate
Administrator in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided, however
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement,
the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may be, shall
submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)           
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the


 



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Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or
more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that
will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such
Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to
any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause,
and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor
used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were
such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such
Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function
Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to
the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required to be
delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its
obligations hereunder.


 


(c)            
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the
performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence,
that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes
of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor
and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial
Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act).


 


(d)           
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be


 



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appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or
any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to
accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)            
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation
AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)            
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03   Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and
the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)           
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the


 



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case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing all applicable deadlines in
the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K or
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution
Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure
in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to
the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit
BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing
Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with
such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE


 



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(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto)
and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should
be delivered by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may
instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the
Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time
period described in this Section 11.04, the balances of the REO Account (to the extent the related information has
been received from the Special Servicer within the time period specified in this Section 11.04) and the Collection
Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of
the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and
clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any
such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total
debt service coverage ratio calculated


 



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on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable,
and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt,
as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after
receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information
required to be included pursuant to Section 5.06.


 


(b)           
After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to
the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor
may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24)
of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing
such power of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such
Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed
copy of each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy
to: Troy B. Stoddard, Esq., Wells Fargo Legal Department, D1086-341, 550 South Tryon Street, 34th Floor, Charlotte, North Carolina
28202. The parties to this


 



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Agreement acknowledge that the performance by the Certificate Administrator of its duties under this
Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the
Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement
needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful
misconduct.


 


(c)            
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form
ABS-EE required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus.
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible
Format and Excel format) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to
be directed to ssreports@wellsfargo.com (or such other email address as is provided by the Master Servicer in writing to
the Depositor and the Certificate Administrator). The Master Servicer shall reasonably cooperate with the Depositor to answer
any questions that the Depositor may pose to the Master Servicer regarding any CREFC® Schedule AL File (other than
questions regarding data that is in the Initial Schedule AL File) or Schedule AL Additional File. The Certificate Administrator,
the Master Servicer, and the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably
cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File
promptly.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days
prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the
Depositor shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE,
upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot
be filed on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant
to Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each
Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by
the


 



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Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra,
with a copy to: Troy B. Stoddard, Esq., Wells Fargo Legal Department, D1086-341, 550 South Tryon Street, 34th Floor, Charlotte,
North Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c). The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability or failure to
receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form
ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)           
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05   Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year
of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date
as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2020, the Certificate
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange
Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)            
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)            
(A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


 






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  (B)          
if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of
noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken
to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under
Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included;


 


(iii)          
(A)  the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or
the Trustee, as described under Section 11.11; and


 


  (B)          
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included; and


 


(iv)           
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on
Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit CC to the Depositor and the Certificate Administrator and approved by the Depositor
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate Administrator
hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2020, (i) the parties listed on Exhibit CC shall be required to provide to the
Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case
may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to


 



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form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later
than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


(b)           
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to
the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor,
J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy B. Stoddard, Esq., Wells Fargo Legal Department,
D1086-341, 550 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive,
on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged
by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)            
Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such


 



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Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has
received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller
or Other Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the
new party.


 


(d)           
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06   Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the
form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the
Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function Participant shall use
commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing
Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before
March 1st of each year commencing in March 2020, a certification substantially in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other
than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide
a Performance Certification, the Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant
shall not exclude information that would have been provided by such Servicing Function Participant. In addition, in the event
that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an
“Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information
for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written
request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either
the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance


 



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Certification, but solely with respect to the related
Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and
such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification.
The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.
In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance
with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant
to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses
any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants
to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case
may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant to this Section 11.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator
and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting
Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer
by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust
for each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to
deliver any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07   Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and
to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on


 



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Exhibit
DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier
than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph.
Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall
notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such
Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized
officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed
on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will, make available
on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York,
New York 10152, Attention: A.J. Sfarra, with a copy to: Troy B. Stoddard, Esq., Wells Fargo Legal Department, D1086-341, 550 South
Tryon Street, 34th Floor, Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out


 



     -402-


     


    

 


of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such
failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its
own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required
to deliver Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the
Certificate Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section
11.08   Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall
provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust
under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with
the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such
form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04,
Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09,
11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide
prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of
a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate


 



     -403-


     


    

 


Administrator that it is required
to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-D,
ABS-EE, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 


Section
11.09   Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special
Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”)
shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is
an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with
respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of
each year, commencing in March 2020, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished
by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider
(who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto
as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as
to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year
or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement
or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged
by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer,
and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder and the
17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt
of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult
with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with
which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment
of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the


 



     -404-


     


    

 


Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement
until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an
Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the
Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section
11.10   Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of
each year, commencing in March 2020, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required
to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor, the Custodian or the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable
efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor),
and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided by
such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an
assessment of compliance with the


 



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Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has
been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report
and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has
received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that
a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the
preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)           
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)            
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any


 



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Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit
GG, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of
time that the Additional Servicer was subject to such other servicing agreement.


 


(d)           
Each of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation
of whether a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during
the previous calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating
Advisor or the Special Servicer, as applicable, within fifteen (15) days of such request.


 


(e)            
Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11   Annual Independent Public Accountants’ Attestation Report. On or before March 1st of
each year, commencing in March 2020, the Master Servicer, the Special Servicer, the Trustee (provided, however,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was
no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each
at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other


 



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Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate
Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and,
prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but
not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating
Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable
to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such
an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and
notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 






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Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or
is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12   Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification
Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating
Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any
Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and
hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance
with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence,
bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer
(as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c),
or (d) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor
as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate
and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder
(“Reporting Requirements”).


 






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In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable
(“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such
Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected Reporting
Party to prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor under
the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s
filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the
Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however, that
if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the
Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election
is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor
or any Other Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor
with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences
and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting
Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected
Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff
for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred
by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any
Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the
Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the
Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized
invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in
each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause


 



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such party to, comply with the
foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11
(or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s
negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master
Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing
Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13   Amendments. This Article XI may be amended with the written consent of the parties hereto
pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent
of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25). For the avoidance of doubt, any amendment to this Article XI affecting a Serviced Companion
Loan shall be subject to Section 13.01(k).


 


Section
11.14   Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the


 



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Operating Advisor, the Asset Representations Reviewer, the
Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email
(and additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com
and Form10K.compliance@cwt.com.


 


Section
11.15   Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a)  Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5),
(c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such
other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer understands that such information may be included in the offering
material related to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith an agreement
(subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the
offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred
by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon
any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific
aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information
pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s
duties or obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually
and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer
(where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this Section 11.15(a) and deliver such securities law opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect
to such information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer, the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation
AB Companion Loan Securitization is substantially and


 






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materially similar to the information provided by such party with respect
to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB
or any changes in the interpretation of Regulation AB or changes in factual circumstances, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to
be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing
and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)           
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling
and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date,
as reflected on Exhibit S) cooperate with the depositor, trustee, certificate administrator, master servicer or special
servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K
required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the
trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification
with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer
within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than
the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced
Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer
of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange
Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and the Master Servicer shall consult with
any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 






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(c)            
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling
and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date,
as reflected on Exhibit S) provide the depositor, trustee or certificate administrator, as applicable, under a Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as
applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to
the related trust) information with respect to any event that is required to be disclosed under Form 8-K with respect to
a Serviced Securitized Companion Loan within two (2) Business Days after the occurrence of such event of which it has
knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)           
On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an
annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and
the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice
of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related
Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to
the Closing Date, as reflected on Exhibit S) provide, with respect to itself, to the depositor, trustee or certificate
administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122
of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant
to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s
assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation
AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the
foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in
this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(d).


 






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(e)            
On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was
filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB,
deliver, with respect to itself, to the depositor, trustee or certificate administrator under such Regulation AB Companion Loan
Securitization (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion
Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the
applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S) a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)            
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such
Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with
Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as
the case may be, no later than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as the
case may be, is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 






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(g)           
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has
notified the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of
Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization
that includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans
and Serviced REO Properties), beginning with the first calendar quarter in which such notice from the Other Depositor was received,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year in which such notice from the Other Depositor was received, as applicable, the Master Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, the financial statements of such “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as calculated by the Master Servicer (or by the Special Servicer
and provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property) in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business
Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as
reported by the related Mortgagor in such financial statements (or as reported by the related Mortgagor to the Special Servicer
and provided by the Special Servicer to the Master Servicer solely in the case of any related Specially Serviced Loan or as reported
by the Special Servicer with respect to Serviced REO Property and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall
notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other
Depositor) that it has not received such financial information. The Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking
into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 






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The
Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D
or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related
to such Other Securitization; provided, however, the Special Servicer shall provide such Officer’s Certificate
to the Master Servicer and the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)           
If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16   Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there
is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section
11.17   Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer
shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this
Article XI; provided that if any such party fails to comply with the delivery requirements of this Article XI
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master
Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 






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[End
of Article XI]


 


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01   Asset Review.


 


(a)            
On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master
Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger
has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1),
(2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit
SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction
requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator
shall promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and
conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders
who cast votes and (ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset
Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide
written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder
and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit


 



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 RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received
any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in
this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled
to administer any vote in connection with the foregoing through an agent.


 


(b)           
(i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for
all Mortgage Loans), the Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans)
and the Special Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in each case, to
the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days, provide
the following materials in electronic format to the extent in their possession to the Asset Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08,
a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review
Materials”):


 


(1)           
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan
that is subject to an Asset Review;


 


(2)           
a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)           
copies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each
Delinquent Loan that is subject to an Asset Review;


 






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(5)           
a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)           
a copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Loan; and


 


(7)           
copies of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage
Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review
and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)            
In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it
is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business
Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that the Master Servicer
or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after receipt of
notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s) to
the extent in its possession. In the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents
from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required under the related Mortgage
Loan Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but
in any event excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


(iii)           
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)           
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to
a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that


 



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Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit
QQ (each such procedure, a “Test”); provided, however, that the Asset Representations Reviewer
may, but is under no obligation to, (x) modify any Test and/or (y) modify any associated Review Materials to include any items
not specified for the particular Test on Exhibit QQ (but in no event shall the modified Review Materials include materials
not contemplated by the definition of “Review Materials”), in either case, only to the extent the Asset Representations
Reviewer determines pursuant to the Asset Representations Standard that it is necessary to modify such Test and/or such associated
Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of
a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)            
No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall
not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)          
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         
The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer
or Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the
request by the Asset Representations Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller,
as the case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing
documents in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why
such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the
absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary
report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations


 



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and
warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan
Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents in
the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)            
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is
provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration
of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a
report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller (or, in the case of BSPRT Finance, against BSPRT, in respect of its obligations under the related
Mortgage Loan Purchase Agreement), which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to Section 12.01(b)(x)
of this Agreement.


 


(ix)            
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review
and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the
documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 






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(x)            
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)            
The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)           
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that
no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)            
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger, consolidation
or succession that is permitted under this Agreement, (B) assumes in writing each covenant and condition to be performed or observed
by the asset representations reviewer under this Agreement and (C) is not a prohibited party under this Agreement; (ii) the asset
representations reviewer will not be released from its obligations under this Agreement that arose


 



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prior to the effective date
of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations
Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning
asset representations reviewer will be required to be responsible for the reasonable costs and expenses of each other party to
this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the
purchaser or transferee will be required to provide notice to each party to this Agreement and then will be the successor asset
representations reviewer under this Agreement.


 


Section
12.02   Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)            
The Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer Upfront
Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer
shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect
of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00037% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)           
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loan”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of (i) $16,000 multiplied by the number of Subject Loans, plus (ii) $1,600 per Mortgaged
Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,100 per Mortgaged Property
relating to a Subject Loan subject to a ground lease, plus (iv) $1,100 per Mortgaged Property relating to a Subject Loan subject
to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i)
through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar
index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the
year of the occurrence of the Asset Review (any such fee, the “Asset Representations Reviewer Asset Review Fee”).
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount
within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall be paid by the Trust following
delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the requirements for payment set
forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not deliver any such certificate
unless it has invoiced payment of such amount and otherwise met the requirements for payment set forth in this Section 12.02(b),
including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage Loan Seller shall be deemed to have
failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations Reviewer of an itemized
invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in this Agreement for such
Mortgage Loan Seller, or to such other address as shall


 



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be provided by such Mortgage Loan Seller for delivery of notices in accordance
with this Agreement, or ninety (90) days following attempted delivery of such invoice by registered mail or overnight
courier and reasonable follow-up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to the Asset Representations
Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies
against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)            
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)           
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03   Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer
that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations
Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that
is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses
of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04   Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any
of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer
and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset
Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent
such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer
and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05   Termination of the Asset Representations Reviewer.


 


(a)            
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body:


 






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(i)            
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is
not curable within such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of
thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day
period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has
diligently pursued, and is continuing to pursue, such cure;


 


(ii)            
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


 


(iii)           
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be
remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)           
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)            
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)           
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures


 



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described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)           
Upon (i) the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to
the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)            
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of


 



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termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the
Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)           
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued


 



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and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).

 

[End of Article XII]

 

ARTICLE
XIII

MISCELLANEOUS PROVISIONS

 

Section 13.01    Amendment.  (a)  This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)         to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;

 

(ii)        to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct any error;

 

(iii)       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)       to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;

 

(v)        to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) or any other provision hereof restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a

 


     -429-


     


    
 


Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)       to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);

 

(vii)      to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)     to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);

 

(ix)        to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect

 


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in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)         to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)       to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor, or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

(b)        This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)         reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)        reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or

 


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(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or

 

(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.

 

(c)        Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment hereto without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.  Furthermore, no amendment to this Agreement may be made that changes any provision specifically required to be included in this Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

(d)       No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the Depositor, each Other Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.

 

(e)        It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of any proposed amendment, but it shall be sufficient

 


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if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.

 

(f)        The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01 that affects its rights, duties and immunities under this Agreement or otherwise.

 

(g)       The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or Section 13.01(c) shall be payable out of the Collection Account.

 

(h)        The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).

 

(i)         To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.

 

(j)         Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.

 

(k)        This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely affect the rights of such Companion Holder hereunder.

 

Section 13.02    Recordation of Agreement; Counterparts.  (a)  To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer and with the consent of the

 


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Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.

 

(b)        For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

 

(c)        The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.

 

Section 13.03    Limitation on Rights of Certificateholders.  (a)  The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

 

(b)        No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

 

(c)        No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or proceeding.  The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably

 


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satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby.  It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

 

Section 13.04    Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

 

EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.

 

THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 13.05    Notices.  (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile or electronic notices, when received by):

 


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In the case of the Depositor:

Wells Fargo Commercial Mortgage Securities, Inc.
c/o Wells Fargo Securities, LLC
375 Park Avenue, 2nd Floor, J0127-023
New York, New York 10152
Attention:  A.J. Sfarra
CRRCompliance@wellsfargo.com

with a copy to:

Troy B. Stoddard, Esq.
Wells Fargo Legal Department, D1086-341
550 South Tryon Street, 34th Floor,
Charlotte, North Carolina 28202

 

In the case of the Master Servicer:

Wells Fargo Bank, National Association
Commercial Mortgage Servicing
Three Wells Fargo
MAC D1050-084
401 South Tryon Street, 8th Floor
Charlotte, North Carolina  28202
Attention:  WFCM 2019-C54 Asset Manager
Email:  commercial.servicing@wellsfargo.com

with a copy to:

K&L Gates LLP
Hearst Tower, 47th Floor
214 North Tryon Street
Charlotte, North Carolina 28202
Attention: Stacy G. Ackermann
Facsimile Number: (704) 353-3190

 


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In the case of the Special Servicer:

LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention:  Heather Bennett. and Job Warshaw
Facsimile number:  (305) 695-5601
Email:  hbennett@lnrpartners.com and jwarshaw@lnrproperty.com

with a copy to:

lnr.cmbs.notices@lnrproperty.com

or with respect solely to e-mail pursuant to Section 3.13(c) and Section 13.10 to inquiries@lnrproperty.com

 

In the case of the Directing Certificateholder:

Argentic Securities Income USA LLC
31 West 27th Street, 12th Floor
New York, New York 10001
Attention: Darren J. Gluck
Email: dgluck@argenticmgmt.com

 

In the case of the Trustee:

Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention:  CMBS Trustee WFCM 2019-C54

with a copy to:

CMBSTrustee@wilmingtontrust.com
Facsimile No.:  (302) 636-4140

 

In the case of the Certificate Administrator:

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Services – WFCM 2019-C54

with a copy to:

cts.cmbs.bond.admin@wellsfargo.com
trustadministrationgroup@wellsfargo.com

 


     -437-


     


    
 

In the case of any transfer or surrender of a Risk Retention Certificate pursuant to Article V:

 

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Risk Retention Custody (CMBS) – WFCM 2019-C54

with a copy to:

riskretentioncustody@wellsfargo.com

 

In the case of the Custodian:

Wells Fargo Bank, National Association
1055 10th Avenue SE
Minneapolis, Minnesota 55414
Attention:  Document Custody Group – WFCM 2019-C54

with a copy to cmbscustody@wellsfargo.com

 

In the case of a surrender, transfer or exchange of a Certificate other than a Risk Retention Certificate:

 

Wells Fargo Bank, National Association
600 South 4th Street
7th Floor, MAC 9300-070
Minneapolis, Minnesota 55479
Attention: Certificate Transfer Services – WFCM 2019-C54

 

In the case of the Mortgage Loan Sellers:

 

	
 

	
1.

	
Argentic Real Estate Finance LLC
31 West 27th Street, 12th Floor
New York, New York 10001
Attention:  Michael Schulte
Facsimile No.:  (646) 560 1745




 

	
 

	
2.

	
Rialto Mortgage Finance, LLC
590 Madison Avenue, 9th Floor
New York, New York 10022
Attention:  Kenneth M. Gorsuch, Managing Director




 


     -438-


     


    
 

	
 

	
3.

	
BSPRT CMBS Finance, LLC
1345 Avenue of the Americas, Suite 32A
New York, New York 10105
Attention: Micah Goodman and Tiffany Putman

with a copy to:

Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, New York 10281
Attention: Jeffrey Rotblat

and

Benefit Street Partners Realty Trust, Inc.
1345 Avenue of the Americas, Suite 32A
New York, New York 10105
Attention: Micah Goodman and Tiffany Putman

with a copy to:

Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, New York 10281
Attention: Jeffrey Rotblat




 

	
 

	
4.

	
Wells Fargo Bank, National Association
301 South College St.
Charlotte, North Carolina 28202
Attention:  Wells Fargo Commercial Mortgage Trust 2019-C54,
Commercial Mortgage Pass-Through Certificates, Series 2019-C54

with a copy to:

Troy B. Stoddard, Esq.
Wells Fargo Legal Department, D1086-341
550 South Tryon Street, 34th Floor,
Charlotte, North Carolina 28202

and a copy to:

Jacqueline Gelman
Wells Fargo Bank, National Association
10 South Wacker Drive, 32nd Floor
Chicago, IL 60606
Telephone number:  (312) 827-1531
Email:  jacqueline.m.gelman@wellsfargo.com




 


     -439-


     


    
 

	
 

	
5.

	
UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York
1285 Avenue of the Americas
New York, New York 10019
Attention: David Schell




 

with a copy to:

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Henry Chung and Office of General Counsel

 

and a copy to:

UBS Business Solutions LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Chad Eisenberger, Executive Director & Counsel

 

In the case of the Operating Advisor and the Asset Representations Reviewer:

Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: WFCM 2019-C54 - Surveillance Manager 
(with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 

In the case of any mezzanine lender:

The address set forth in the related Intercreditor Agreement.

 

In the case of any Companion Loan Holder:

The address set forth in the related Intercreditor Agreement.

 

To each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing.  Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register.  Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

 

(b)          Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed below,

 


     -440-


     


    
 


promptly following the occurrence thereof.  The Master Servicer or the Special Servicer, as the case may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.  Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement.  Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.

 

Any notices to the Rating Agencies shall be sent to the following addresses:

Fitch Ratings, Inc.
33 Whitehall Street
New York, New York  10004
Attention:  Commercial Mortgage Surveillance Group
Facsimile No.:  (212) 635-0295
E-mail:  info.cmbs@fitchratings.com

Kroll Bond Rating Agency, Inc.
805 Third Avenue, 29th Floor
New York, New York 10022
Attention: Commercial Mortgage Surveillance
Attention: CMBS Surveillance
Email: cmbs.surveillance@kbra.com

S&P Global Ratings
55 Water Street, 41st Floor
New York, New York 10041
Attention:  Commercial Mortgage Surveillance Manager
E-mail: cmbs_info_17g5@standardandpoors.com

 

Section 13.06    Severability of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

 

Section 13.07    Grant of a Security Interest.  The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale and not a pledge of security for a loan.  If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.  The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or existing

 


     -441-


     


    
 


or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law.  The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC Financing Statement.  The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing of such continuation statements.  This Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.

 

Section 13.08    Successors and Assigns; Third Party Beneficiaries.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.  Each Mortgage Loan Seller (and its respective agents), each Additional Repurchase Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement, each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder.  No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.

 

(b)        Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.  Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.

 

(c)        Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.

 

(d)       Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section 2.03(o).

 

Section 13.09    Article and Section Headings.  The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

 

Section 13.10    Notices to the Rating Agencies.  (a)  The Certificate Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for

 


     -442-


     


    
 


posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:

 

(i)         any material change or amendment to this Agreement;

 

(ii)        the occurrence of a Servicer Termination Event that has not been cured;

 

(iii)       the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special Servicer; and

 

(iv)       the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan Purchase Agreement.

 

(b)        The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has actual knowledge:

 

(i)         the resignation or removal of the Trustee or the Certificate Administrator;

 

(ii)        any change in the location of the Collection Account;

 

(iii)       any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;

 

(iv)       any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described in Section 3.08;

 

(v)        any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;

 

(vi)       any material damage to any Mortgaged Property;

 

(vii)      any assumption with respect to a Mortgage Loan; and

 

(viii)     any release or substitution of any Mortgaged Property.

 

(c)        The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.

 

(d)       The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter to each Rating

 


     -443-


     


    
 


Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information or violating the terms of this Agreement or any Mortgage Loan documents.  The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.  Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items.  In connection with the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special Servicer when such information, report, notice or document has been posted.  The Master Servicer or the Special Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.

 

[End of Article XIII]

 

[SIGNATURES COMMENCE ON FOLLOWING PAGE]

 


     -444-


     


    


 





IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written. 


	 	 	 
	 	WELLS
    FARGO COMMERCIAL

    MORTGAGE SECURITIES, INC.,

    Depositor
	 	 	 
	 	By:	/s/
    Anthony J. Sfarra
	 	 	Name: Anthony
    J. Sfarra
	 	 	Title: President


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL

    ASSOCIATION,

    Master Servicer
	 	 	 
	 	By:	/s/
    Amanda Perkins
	 	 	Name: Amanda
    Perkins
	 	 	Title: Vice President


	 	 	 
	 	LNR
    PARTNERS, LLC,

    Special Servicer
	 	 	 
	 	By:	/s/
    Job Warshaw
	 	 	Name: Job Warshaw
	 	 	Title: 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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2019-C54: POOLING AND SERVICING AGREEMENT 




 









     


     


    

 

	 	 	 
	 	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


	 	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Operating Advisor
	 	 	 
	 	By:	Park
    Bridge Advisors LLC
	 	 	Its
    Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial
    LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	By:	/s/
    Robert J. Spinna, Jr.
	 	 	Name:
    Robert J. Spinna, Jr.
	 	 	Title:
    Managing Member
	 	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Asset Representations Reviewer
	 	 	 
	 	By:	Park
    Bridge Advisors LLC
	 	 	Its
    Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial
    LLC
	 	 	 
	 	By:	/s/
    Robert J. Spinna, Jr.
	 	 	Name:
    Robert J. Spinna, Jr.
	 	 	Title:
    Managing Member


  


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2019-C54: POOLING AND SERVICING AGREEMENT 


 






     


     


    






 

	STATE OF NY	)	 
	 	)	ss.:
	COUNTY OF Suffolk	)	 


 


On
the 19th day of November, 2019, before me, a notary public in and for said State, personally appeared Anthony J. Sfarra known
to me to be a President of Wells Fargo Commercial Mortgage Securities, Inc., a corporation, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/
    Barbara Garafalo
	 	Notary Public


	[SEAL]	 
	 	 
	My commission expires:	
	April
    20, 2021	 	BARBARA
    GARAFALO
		NOTARY PUBLIC-STATE
    OF NEW YORK

    No. 02GA6204763

    Qualified in Suffolk County

    My Commission Expires 04-20-2021


 


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2019-C54: POOLING AND SERVICING AGREEMENT 


 


     


     


    

	STATE OF NORTH CAROLINA	)	 
	 	): ss.	 
	COUNTY OF  MECKLENBURG	)	 


 


On
this 19 day of November, 2019, personally appeared before me Amanda Perkins, to me known (or proved to me on the basis os satisfactory
evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument, and that by
his signature on the instrument the entity upon behalf of which he acted, executed the instrument.


 


	 	/s/
    Erica L Smith
	 	Notary 

    Name:


	My Commission expires:	 	 
	 	 	 
	 	ERICA L SMITH	 
	 	My Commission Expires	 
	 	NOTARY PUBLIC	 
	 	07-20-2022	 
	 	MECKLENBURG COUNTY,
    NC	 


 


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2019-C54: POOLING AND SERVICING AGREEMENT NOTARY PAGES 


 


     


     


    

	STATE
    OF Florida	)	 
	 	)	ss.:
	COUNTY
    OF Dade	)	 


 


On
the 15th day of November, 2019, before me, a notary public in and for said State, personally appeared Job Warshaw known
to me to be a President of LNR Partners, LLC, a limited liability company, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability
company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/
    Angela Ospina
	 	Notary Public


[SEAL]


 


NOTARY
PUBLIC 


STATE
OF FLORIDA


 


Angela
Ospina 


Commission
#GG063409 


Expires:
Feb. 3, 2021 


Bonded
thru Aaron Notary


 


My
commission expires:

02-03-21


 








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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


 


On
the 15 day of November, 2019, before me, a notary public in and for said State, personally appeared Anna M. Lopez known to me
to be a VP of Wells Fargo Bank, National Association, a national banking association, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that
such national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/
    Andrew Crews
	 	Notary Public


	[SEAL]	 
	My commission expires:	 
	 	
	________________________	ANDREW CREWS
	 	MY COMMISSION EXPIRES
	 	NOTARY PUBLIC
	 	OCTOBER 27, 2021
	 	CECIL COUNTY, MD


 


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	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On
the 15 day of November, 2019, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to
me to be an A.V.P of Wilmington Trust, National Association, a national banking association, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that
such national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/
    Patricil A. Kanar
	 	Notary Public


[SEAL] 


 


PATRICIL
A. KANAR


MY
COMMISSION EXPIRES 


NOTARY
PUBLIC 


STATE
OF DELAWARE


 


My
commission expires:


12-20-2019


 





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	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 


 


On
this 15th day of November 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge
before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which
in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument;
and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	/s/
    Niaja K. Mowatt
	 	NOTARY PUBLIC in
    and for the 

    State of New York


[SEAL]


 





	My Commission expires:	3/31/20	 
	 	(Date)	 


 


NIAJA
WILLIAMS MOWATT 


Notary
Public - State of New York 


NO.
01W16184241 


Qualified
in Suffolk County 


My
Commission Expires 3/31/20


 





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EXHIBIT
A-1



FORM OF CERTIFICATE (OTHER THAN CLASS R AND CLASS V CERTIFICATES)


 


CLASS
[__]


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-C54


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C54, CLASS [__]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF


 


 





1       Temporary
Regulation S Book-Entry Certificate legend.


 


2       Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 







    A-1-1


     


    

 


BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


 






3       Book-Entry
Certificate legend.


 






    A-1-2


     


    

 


[FOR
CLASS F-RR, CLASS G-RR OR CLASS H-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WOULD BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WOULD NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR
CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR CERTIFICATES: THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE
HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION
RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL PURCHASER OF THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS


 






    A-1-3


     


    

 


CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3 AND CLASS A-4 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES
IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE
PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR): THIS CERTIFICATE
IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME


 






    A-1-4


     


    

 


SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 






    A-1-5


     


    

 





	PASS-THROUGH
                                         RATE: [FOR FIXED CLASSES: [____]% per annum] [FOR WAC, WAC CAP AND CLASS X CERTIFICATES:
                                         VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[                    ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 3, 2019

         

        FIRST
        DISTRIBUTION DATE:

        JANUARY 17, 2020

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE:

        $[_________]

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [                    ]

         

        ISIN
        NO.: [                    ]

         

        CERTIFICATE
NO.: [_] - ______ 






 






    A-1-6


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC. 


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 






    A-1-7


     


    

 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-RR, F-RR, G-RR AND H-RR): principal and] interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C CERTIFICATES: Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.]
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate
Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR
PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-RR, F-RR, G-RR AND H-RR): Principal and interest]
allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata
share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement,


 






    A-1-8


     


    

 


withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR
CLASS A-1, A-2, A-SB, A-3,


 






    A-1-9


     


    

 


A-4, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-RR AND H-RR CERTIFICATES:
100,000 initial Certificate Balance][FOR CLASS X-A, X-B AND X-D CERTIFICATES: 1,000,000 initial Notional Amount], and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder
of the initial [Certificate Balance][Notional Amount] of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust






    A-1-10


     


    

 


REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)    
    to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling
and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause
the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)    
   to revise or add any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect
the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a
Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the


 






    A-1-11


     


    

 


Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to
comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder
of a Companion Loan without such Companion Holder’s consent.


 






    A-1-12


     


    

 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)     
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole
Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)    
   reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent
to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the
consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable;
or


 


(iii)    
   adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all
Certificates of such Class then outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase
Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related
guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power


 






    A-1-13


     


    

 


granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the purposes of this calculation, if
such right is being exercised after the Distribution Date in January 2030 and the Mortgage Loan identified as Mortgage Loan Number
13 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage Loan will be excluded from the then-aggregate
stated principal balance of the pool of Mortgage Loans and from the Initial Pool Balance) as set forth in the Pooling and Servicing
Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R and Class V Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class V Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 






    A-1-14


     


    

 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-15


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
                                         Registrar under the Pooling and Servicing Agreement



	 	 	 
	 	By:	
	 	 	AUTHORIZED
    SIGNATORY


 


Dated: December
3, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent



	 	 	 
	 	By:	
	 	 	AUTHORIZED
    SIGNATORY








  




    A-1-16


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	 
	 	 	 common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 		
Act
        __________________________
	 	 	 	(State)



 




Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 






 




the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 


	Dated:  _______________	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 


 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-1-17


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________
for the account of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-1-18


     


    

 


EXHIBIT
A-2



FORM OF CLASS R CERTIFICATE


 


CLASS
R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-C54


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C54, CLASS R


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 





    A-2-1


     


    

 


FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS THE “RESIDUAL INTERESTS” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR


 






    A-2-2


     


    

 


MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    A-2-3


     


    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 3, 2019

         

        FIRST
        DISTRIBUTION DATE:

        JANUARY 17, 2020

         
	 	MASTER
                                         SERVICER:

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [             ]

         

        ISIN
        NO.: [             ]

         

        CERTIFICATE
NO.: R-____ 






 






    A-2-4


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents the “residual interests” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment


 






    A-2-5


     


    

 


of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state
and local income and franchise taxes and other taxes imposed on or measured by income. The Certificate Administrator is hereby
designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC.
Each holder of this Certificate, by acceptance hereof, consents to the Certificate Administrator making any elections allowed
under the Code (a) to avoid the application of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment
by the Trust REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on a Holder of this Certificate. Each Holder of this Certificate, by acceptance hereof, agrees to any such elections
and to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate Administrator
determines in its discretion are necessary or advisable.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
thereof and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 






    A-2-6


     


    

 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or using the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership
Interest in a Class R Certificate shall promptly notify the Certificate Registrar of any change or impending change to such status;
(B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives,
(I) an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee
Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof or a Disqualified
Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(p) of the Pooling and Servicing Agreement and agrees
to be bound by them and (II) a representation letter,


 






    A-2-7


     


    

 


substantially in the form attached to the Pooling and Servicing Agreement
as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a
Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the
proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit
from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and
(2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 certifying that, among other things,
it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are
false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)     
    to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error
in any provision of the Pooling and Servicing Agreement;


 


(ii)     
   to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance
of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its


 






    A-2-8


     


    

 


provisions which
may be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)   
    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)   
    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that
(a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)    
   to revise or add any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect
the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a
Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency


 






    A-2-9


     


    

 


Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply


 






    A-2-10


     


    

 


with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder
of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or
change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor
or related guarantor; or


 


(v)     
  amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in
the


 






    A-2-11


     


    

 


downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the purposes of this
calculation, if such right is being exercised after the Distribution Date in January 2030 and the Mortgage Loan identified as
Mortgage Loan Number 13 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage Loan will be
excluded from the then-aggregate stated principal balance of the pool of Mortgage Loans and from the Initial Pool Balance) as
set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R and Class V Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of


 






    A-2-12


     


    

 


its Certificates (other than the Class R and Class V Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
                                         Registrar under the Pooling and Servicing Agreement



	 	 	 
	 	By:	
	 	 	AUTHORIZED
    SIGNATORY


 


Dated: December
3, 2019


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent



	 	 	 
	 	By:	
	 	 	AUTHORIZED
    SIGNATORY


 




    A-2-14


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 





	 	 	 	 
	TEN COM	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	 
	 	 	 common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 		
Act
        __________________________
	 	 	 	(State)





  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



  


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 


	Dated:  _______________	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 


  


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-2-15


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________
for the account of __________________________ account number ____________________________ or, if mailed by check, to _____________________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-2-16


     


    

 


EXHIBIT
A-3



FORM OF CLASS V CERTIFICATE


 


CLASS
V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2019-C54


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-C54, CLASS V


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 






    A-3-1


     


    

 


EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 






    A-3-2


     


    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 3, 2019

         

        FIRST
        DISTRIBUTION DATE:

        JANUARY 17, 2020

         
	 	MASTER
                                         SERVICER:

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        CERTIFICATE
        NO.: V-____

        






 






    A-3-3


     


    

 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class V Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for


 






    A-3-4


     


    

 


purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates


 






    A-3-5


     


    

 


shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






    A-3-6


     


    

 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)     
   to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing
Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     
  to revise or add any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect
the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a
Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 






    A-3-7


     


    

 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
DCH Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 






    A-3-8


     


    

 


(xi)      
 to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent
required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements
in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld,
conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder
of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such
amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the
Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan
Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or


 






    A-3-9


     


    

 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the purposes of this
calculation, if such right is being exercised after the Distribution Date in January 2030 and the Mortgage Loan identified as
Mortgage Loan Number 13 on the Mortgage Loan Schedule is still an asset of the issuing entity, then such Mortgage Loan will be
excluded from the then-aggregate stated principal balance of the pool of Mortgage Loans and from the Initial Pool Balance) as
set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and 


 






    A-3-10


     


    

 


provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-11


     


    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


 




	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual

capacity but solely as Certificate Registrar

under the Pooling and Servicing Agreement



	 	 	 
	 	By:	
	 	 	AUTHORIZED SIGNATORY


 


Dated: December
3, 2019

 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent



	 	 	 
	 	By:	
	 	 	AUTHORIZED
    SIGNATORY





 







    A-3-12


     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	 
	 	 	 common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 		
Act
        __________________________
	 	 	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



   


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 




	Dated:  _______________	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 


 



The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-3-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________
for the account of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-3-14


    


EXHIBIT B



MORTGAGE LOAN SCHEDULE






    	 	Exhibit B-1	 
	 	 	 



    	 



    

EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Address	City	State	Zip Code	County	General Property Type	Number of Units
	1	RMF	Continental Park - Rosecrans Douglas	831 Douglas Street; 2201, 2221, and 2231 Rosecrans Avenue	El Segundo	CA	90245	Los Angeles	Office	206,012
	2	RMF	West Bountiful Commons	100 North 500 West	West Bountiful	UT	84010	Davis	Retail	324,349
	3	WFB	Torrey Ridge Apartments	210 South Clovis Avenue	Fresno	CA	93727	Fresno	Multifamily	418
	4	AREF	74 Kent Street & 11-20 46th Road	Various	Various	NY	Various	Various	Office	66,470
	4.01	AREF	74 Kent Street	74 Kent Street	Brooklyn	NY	11222	Brooklyn	Office	31,745
	4.02	AREF	11-20 46th Road	11-20 46th Road	Long Island City	NY	11101	Queens	Office	34,725
	5	AREF	77 Clinton Avenue	77 Clinton Avenue	Brooklyn	NY	11205	Kings	Office	127,000
	6	BSPRT	Takoma Metro Center	6856 Eastern Avenue Northwest	Washington	DC	20012	District of Columbia	Mixed Use	198,107
	7	WFB	The Tower at Burbank	3900 West Alameda Avenue	Burbank	CA	91505	Los Angeles	Office	490,807
	8	RMF	Planet Self Storage Portfolio	Various	Various	Various	Various	Various	Self Storage	563,807
	8.01	RMF	Prime Storage - Somerville	39R Medford Street	Somerville	MA	02143	Middlesex	Self Storage	36,095
	8.02	RMF	Prime Storage - Newington	350 Alumni Road	Newington	CT	00611	Hartford	Self Storage	87,925
	8.03	RMF	Prime Storage - Washington	307 South Lincoln Avenue	Washington	NJ	07882	Warren	Self Storage	63,450
	8.04	RMF	Prime Storage - Brookfield	25 and 87 Del Mar Drive	Brookfield	CT	06804	Fairfield	Self Storage	61,350
	8.05	RMF	Prime Storage - Quakertown	1320 South West End Boulevard	Quakertown	PA	18951	Bucks	Self Storage	67,450
	8.06	RMF	Prime Storage - Hyde Park	1641 Hyde Park Avenue	Boston	MA	02136	Suffolk	Self Storage	27,504
	8.07	RMF	Prime Storage - Phillipsburg	1191 U.S. Highway 22	Greenwich; Lopatcong	NJ	08865	Warren	Self Storage	48,691
	8.08	RMF	Prime Storage - New Milford	156 Danbury Road	New Milford	CT	06776	Litchfield	Self Storage	41,050
	8.09	RMF	Prime Storage - Fairless Hills	400 Tyburn Road	Fairless Hills	PA	19030	Bucks	Self Storage	42,211
	8.1	RMF	Prime Storage - Clinton	10 Route 173	Union	NJ	08809	Hunterdon	Self Storage	35,538
	8.11	RMF	Prime Storage - Lindenwold	901 Egg Harbor Road	Lindenwold	NJ	08021	Camden	Self Storage	52,543
	9	BSPRT	The District at Tuttle	4020 Cyber Avenue	Columbus	OH	43221	Franklin	Multifamily	228
	10	WFB	730 Arizona Avenue	730 Arizona Avenue (aka 1310 Lincoln Boulevard)	Santa Monica	CA	90401	Los Angeles	Office	28,822
	11	UBS AG	Phoenix Industrial Portfolio II	Various	Various	Various	Various	Various	Industrial	2,390,648
	11.01	UBS AG	Flint	4444 West Maple Avenue	Flint	MI	48507	Genesee	Industrial	460,000
	11.02	UBS AG	Beloit	1 Reynolds Drive	Beloit	WI	53511	Rock	Industrial	413,903
	11.03	UBS AG	DuBois	851-891 Beaver Drive	DuBois	PA	15801	Pennsylvania	Industrial	612,800
	11.04	UBS AG	Jefferson	351 Collins Road	Jefferson	WI	53549	Jefferson	Industrial	591,840
	11.05	UBS AG	Huntsville	1000 James Record Road	Huntsville	AL	35724	Madison	Industrial	312,105
	12	WFB	North & Sheffield	938 West North Avenue	Chicago	IL	60642	Cook	Retail	31,762
	13	BSPRT	Global Payments, Inc.	1 Heartland Way	Jeffersonville	IN	47130	Clark	Office	226,304
	14	AREF	Somerset Park at Union	9416 East 65th Street	Tulsa	OK	74133	Tulsa	Multifamily	424
	15	BSPRT	NMR Pharmacy Portfolio	Various	Various	Various	Various	Various	Retail	153,806
	15.01	BSPRT	WAG - Knoxville, TN	5320 Clinton Highway	Knoxville	 TN	37912	Knox	Retail	14,112
	15.02	BSPRT	WAG - Cincinnati, OH	9 West Mitchell Avenue	Cincinnati	 OH	45217	Hamilton	Retail	14,490
	15.03	BSPRT	WAG - Huntington, IN	1804 North Jefferson Street	Huntington	 IN	46750	Huntington	Retail	15,125
	15.04	BSPRT	CVS - Dublin, OH	7470 Sawmill Road	Dublin	 OH	43016	Franklin 	Retail	10,086
	15.05	BSPRT	CVS - Ashland, KY	1221 Lexington Avenue	Ashland	 KY	41101	Boyd	Retail	11,240
	15.06	BSPRT	WAG - Akron, OH	1130 South Arlington Street	Akron	 OH	44306	Summit	Retail	13,500
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	1158 Wilmington Avenue	Dayton	 OH	45420	Montgomery	Retail	11,180
	15.08	BSPRT	CVS - Bristol, VA	31 East Valley Drive	Bristol	 VA	24201	Bristol City	Retail	10,251
	15.09	BSPRT	CVS - Bristol, TN	3030 West State Street	Bristol	 TN	37620	Sullivan	Retail	10,200
	15.1	BSPRT	CVS - Evans, GA	4385 Hereford Farm Road	Evans	 GA	30809	Columbia	Retail	10,125
	15.11	BSPRT	WAG - Henderson, KY	517 North Green Street	Henderson	 KY	42420	Henderson	Retail	11,385
	15.12	BSPRT	CVS - Summerfield, NC	4601 US Highway 220	Summerfield	 NC	27358	Guilford	Retail	10,112
	15.13	BSPRT	Rite Aid - Hermitage, PA	1851 East State Street	Hermitage	 PA	16148	Mercer	Retail	12,000
	16	WFB	Scripps Ranch Business Park- CA	10060, 10070, 10080, 10090 and 10100 Willow Creek Road	San Diego	CA	92131	San Diego	Industrial	94,251


 



     EXH. B - 1


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Address	City	State	Zip Code	County	General Property Type	Number of Units
	17	AREF	Platte Airpark Tech Campus	320-480 Wooten Road	Colorado Springs	CO	80916	El Paso	Office	137,423
	18	AREF	HIE & Candlewood Suites Portfolio	Various	Various	Various	Various	Various	Hospitality	230
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	21 Holiday Boulevard	Mercer	PA	16137	Mercer	Hospitality	74
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	37 Holiday Boulevard	Mercer	PA	16137	Mercer	Hospitality	82
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	231 Park Center Drive	Wadsworth	OH	44281	Medina	Hospitality	74
	19	AREF	The Hamptons Apartments	5781 Lake Edwards Drive	Virginia Beach	VA	23462	Virginia Beach	Multifamily	212
	20	WFB	Hilton Garden Inn - Ft. Myers	12600 University Drive	Fort Myers	FL	33907	Lee	Hospitality	126
	21	AREF	Washington Avenue Portfolio	Various	Houston	TX	Various	Harris	Various	125,024
	21.01	AREF	Washington Avenue Properties	5002, 5023, 5101, 5102, 5219, 5316, 5317, 5334, and 5335 Washington Avenue	Houston	TX	77007	Harris	Mixed Use	55,139
	21.02	AREF	319 Saint Emanuel	319 Saint Emanuel Street	Houston	TX	77002	Harris	Industrial	56,250
	21.03	AREF	16210 Clay	16210 Clay Road	Houston	TX	77084	Harris	Industrial	13,635
	22	AREF	River Club	1010 North Black River Drive	Holland Township	MI	49424	Ottawa 	Multifamily	145
	23	RMF	Best Western Premier NYC Gateway 	2650 Paterson Plank Road	North Bergen	NJ	07047	Hudson	Hospitality	102
	24	WFB	Helena & Tillamook Apartment Portfolio	Various	Portland	OR	Various	Multnomah	Multifamily	69
	24.01	WFB	Helena Apartments	1475 Southeast 14th Avenue	Portland	OR	97214	Multnomah	Multifamily	39
	24.02	WFB	Tillamook Street Apartments	2025 Northeast 42nd Avenue	Portland	OR	97213	Multnomah	Multifamily	30
	25	WFB	Hilltop Shopping Center	1070, 1120, 1140 & 1160 Hilltop Drive	Redding	CA	96003	Shasta	Retail	89,595
	26	RMF	Westbrook Office Park III	8050 Marshall Drive	Lenexa	KS	66214	Johnson	Office	98,507
	27	UBS AG	Westlake Village I & II	2000 and 2030 35th Avenue	Greeley	CO	80634	Weld	Retail	164,043
	28	UBS AG	Morse Road Portfolio	Various	Columbus	OH	43229	Franklin	Retail	110,362
	28.01	UBS AG	Morse Plaza	1690 Morse Road	Columbus	OH	43229	Franklin	Retail	96,624
	28.02	UBS AG	1607-1635 Morse Road	1607-1635 Morse Road	Columbus	OH	43229	Franklin	Retail	13,738
	29	WFB	SPS Vacaville II	2400 East Monte Vista Avenue	Vacaville	CA	95688	Solano	Self Storage	81,833
	30	AREF	Campus Edge Apartments	1400 Gainesboro Grade	Cookeville	TN	38501	Putnam	Multifamily	288
	31	AREF	Number 10 Main Apartments	10 South Main Street	Memphis	TN	38103	Shelby	Multifamily	112
	32	WFB	Virginia Varsity Self Storage	2031 & 2085 Apperson Drive	Salem	VA	24153	Roanoke	Self Storage	67,505
	33	RMF	Renaissance Square 	564 - 646 South Main Street	Cedar City	UT	84720	Iron	Retail	79,595
	34	BSPRT	Shoppes of Cooper City	12109 Sheridan Street	Cooper City	FL	33026	Broward	Retail	35,129
	35	RMF	Mountain View & Evergreen MHC Portfolio	Various	Colorado Springs	CO	80907	El Paso	Manufactured Housing Community	181
	35.01	RMF	Mountain View Estates MHC	3100 Wood Avenue	Colorado Springs	CO	80907	El Paso	Manufactured Housing Community	142
	35.02	RMF	Evergreen Park MHC	3000 North Cascade Avenue	Colorado Springs	CO	80907	El Paso	Manufactured Housing Community	39
	36	AREF	Laurel Bay	2400 Fifth Avenue	San Diego	CA	92101	San Diego	Mixed Use	17,660
	37	UBS AG	Apollo Point	19 Cub Circle	Bloomsburg	PA	17815	Columbia	Multifamily	48
	38	BSPRT	Toledo Shopping Center	7147-7205 Southwest 8th Street	Miami	FL	33144	Miami-Dade	Mixed Use	36,000
	39	BSPRT	Beacon Center Office Park	529-651 Beacon Parkway	Birmingham	AL	35209	Jefferson	Office	111,545
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	Various	Various	Various	Various	Various	Various	1,190,355
	40.01	UBS AG	Wood Village Town Center	22557 Park Lane	Wood Village	OR	97060	Multnomah	Retail	137,105


 


 



     EXH. B - 2


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Address	City	State	Zip Code	County	General Property Type	Number of Units
	40.02	UBS AG	Pecan Promenade	2735-2755 South 99th Avenue; 9820-9870 West Lower Buckeye Road	Tolleson	AZ	85353	Maricopa	Retail	141,485
	40.03	UBS AG	Valley Plaza	3115 South McClintock Drive	Tempe	AZ	85282	Maricopa	Retail	146,226
	40.04	UBS AG	Pear Tree	504 East Perkins Street	Ukiah	CA	95482	Mendocino	Retail	197,437
	40.05	UBS AG	Glendale Market Square	5840, 5870, 5880, 5890 West Bell Road; 17045 North 59th Avenue	Glendale	AZ	85308	Maricopa	Retail	185,907
	40.06	UBS AG	Central Park Shopping Center	7425-7719 East Iliff Avenue; 2150 South Quebec Street	Unincorporated Arapahoe	CO	80231	Unincorporated Arapahoe	Retail	147,563
	40.07	UBS AG	Val Vista Towne Center	1395-1505 East Warner Road	Gilbert	AZ	85296	Maricopa	Retail	93,352
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	2641 Hall Avenue	Riverside	CA	92509	Riverside	Industrial	34,982
	40.09	UBS AG	606 W Troy - Indianapolis, IN	606 West Troy Avenue	Indianapolis	IN	46225	Marion	Industrial	22,860
	40.1	UBS AG	Homeland - Bartow, FL	5700 US Highway 17 South	Bartow	FL	33830	Polk	Industrial	67,438
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	2621 Hall Avenue	Riverside	CA	92509	Riverside	Industrial	16,000
	41	WFB	Security Public Storage - Baltimore	3500 Pulaski Highway	Baltimore	MD	21224	Baltimore City	Self Storage	86,764
	42	UBS AG	Comfort Suites at The University	2480 US Highway 501 East	Conway	SC	29526	Horry	Hospitality	78
	43	RMF	Batavia Self Storage	190 Batavia Lane	Kalispell	MT	59901	Flathead	Self Storage	90,190
	44	RMF	Bent Palms Apartments	16540 Bent Palms Cove	Fort Myers	FL	33908	Lee	Multifamily	27


 


 



     EXH. B - 3


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Unit of Measure	Original Principal Balance ($)	Cut-off Date Principal Balance ($)	Monthly P&I Payment ($)	Interest Accrual Basis	Mortgage Rate
	1	RMF	Continental Park - Rosecrans Douglas	Sq. Ft.	55,000,000.00	55,000,000.00	155,634.72 	Actual/360	3.3400000%
	2	RMF	West Bountiful Commons	Sq. Ft.	34,750,000.00	34,750,000.00	113,053.33 	Actual/360	3.8400000%
	3	WFB	Torrey Ridge Apartments	Units	32,500,000.00	32,500,000.00	156,474.40 	Actual/360	4.0700000%
	4	AREF	74 Kent Street & 11-20 46th Road	Sq. Ft.	30,500,000.00	30,500,000.00	111,371.60 	Actual/360	4.3100000%
	4.01	AREF	74 Kent Street	Sq. Ft.	15,860,000.00	 	 	 	 
	4.02	AREF	11-20 46th Road	Sq. Ft.	14,640,000.00	 	 	 	 
	5	AREF	77 Clinton Avenue	Sq. Ft.	30,400,000.00	30,400,000.00	99,158.89 	Actual/360	3.8500000%
	6	BSPRT	Takoma Metro Center	Sq. Ft.	27,600,000.00	27,600,000.00	88,622.83 	Actual/360	3.7900000%
	7	WFB	The Tower at Burbank	Sq. Ft.	25,000,000.00	25,000,000.00	66,295.14 	Actual/360	3.1300000%
	8	RMF	Planet Self Storage Portfolio	Sq. Ft.	25,000,000.00	25,000,000.00	67,248.26 	Actual/360	3.1750000%
	8.01	RMF	Prime Storage - Somerville	Sq. Ft.	3,250,000.00	 	 	 	 
	8.02	RMF	Prime Storage - Newington	Sq. Ft.	2,989,285.71	 	 	 	 
	8.03	RMF	Prime Storage - Washington	Sq. Ft.	2,875,000.00	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	Sq. Ft.	2,428,571.43	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	Sq. Ft.	2,410,714.29	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	Sq. Ft.	2,178,571.43	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	Sq. Ft.	1,875,000.00	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	Sq. Ft.	1,875,000.00	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	Sq. Ft.	1,796,428.57	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	Sq. Ft.	1,714,285.71	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	Sq. Ft.	1,607,142.86	 	 	 	 
	9	BSPRT	The District at Tuttle	Units	24,000,000.00	24,000,000.00	87,094.38 	Actual/360	4.2833300%
	10	WFB	730 Arizona Avenue	Sq. Ft.	22,750,000.00	22,750,000.00	76,518.99 	Actual/360	3.9700000%
	11	UBS AG	Phoenix Industrial Portfolio II	Sq. Ft.	20,000,000.00	20,000,000.00	100,743.75 	Actual/360	4.4500000%
	11.01	UBS AG	Flint	Sq. Ft.	4,885,496.17	 	 	 	 
	11.02	UBS AG	Beloit	Sq. Ft.	4,231,188.53	 	 	 	 
	11.03	UBS AG	DuBois	Sq. Ft.	4,187,568.24	 	 	 	 
	11.04	UBS AG	Jefferson	Sq. Ft.	4,187,568.24	 	 	 	 
	11.05	UBS AG	Huntsville	Sq. Ft.	2,508,178.82	 	 	 	 
	12	WFB	North & Sheffield	Sq. Ft.	19,500,000.00	19,500,000.00	59,475.00 	Actual/360	3.6000000%
	13	BSPRT	Global Payments, Inc.	Sq. Ft.	19,167,000.00	19,167,000.00	62,519.03 	Actual/360	3.8500000%
	14	AREF	Somerset Park at Union	Units	18,750,000.00	18,750,000.00	60,523.44 	Actual/360	3.8100000%
	15	BSPRT	NMR Pharmacy Portfolio	Sq. Ft.	17,500,000.00	17,500,000.00	63,990.69 	Actual/360	4.3160000%
	15.01	BSPRT	WAG - Knoxville, TN	Sq. Ft.	2,880,896.23	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	Sq. Ft.	2,066,430.82	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	Sq. Ft.	1,736,242.14	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	Sq. Ft.	1,392,295.60	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	Sq. Ft.	1,318,003.14	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	Sq. Ft.	1,254,716.98	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	Sq. Ft.	1,144,654.09	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	Sq. Ft.	1,078,616.35	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	Sq. Ft.	1,051,100.63	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	Sq. Ft.	1,034,591.19	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	Sq. Ft.	905,267.30	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	Sq. Ft.	899,764.15	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	Sq. Ft.	737,421.38	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	Sq. Ft.	17,250,000.00	17,250,000.00	78,620.31 	Actual/360	3.6200000%


 



     EXH. B - 4


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Unit of Measure	Original Principal Balance ($)	Cut-off Date Principal Balance ($)	Monthly P&I Payment ($)	Interest Accrual Basis	Mortgage Rate
	17	AREF	Platte Airpark Tech Campus	Sq. Ft.	16,500,000.00	16,500,000.00	76,498.36 	Actual/360	3.7590000%
	18	AREF	HIE & Candlewood Suites Portfolio	Rooms	16,400,000.00	16,379,176.73	85,056.60 	Actual/360	4.7000000%
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	Rooms	5,466,666.67	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	Rooms	5,466,666.67	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	Rooms	5,466,666.66	 	 	 	 
	19	AREF	The Hamptons Apartments	Units	15,850,000.00	15,850,000.00	54,116.74 	Actual/360	4.0300000%
	20	WFB	Hilton Garden Inn - Ft. Myers	Rooms	14,250,000.00	14,212,353.36	70,101.43 	Actual/360	4.2500000%
	21	AREF	Washington Avenue Portfolio	Sq. Ft.	13,000,000.00	13,000,000.00	37,447.22 	Actual/360	3.4000000%
	21.01	AREF	Washington Avenue Properties	Sq. Ft.	10,790,032.34	 	 	 	 
	21.02	AREF	319 Saint Emanuel	Sq. Ft.	2,069,823.37	 	 	 	 
	21.03	AREF	16210 Clay	Sq. Ft.	140,144.29	 	 	 	 
	22	AREF	River Club	Units	13,000,000.00	13,000,000.00	37,226.94 	Actual/360	3.3800000%
	23	RMF	Best Western Premier NYC Gateway 	Rooms	12,200,000.00	12,182,978.90	59,517.77 	Actual/360	4.1800000%
	24	WFB	Helena & Tillamook Apartment Portfolio	Units	11,000,000.00	11,000,000.00	32,058.89 	Actual/360	3.4400000%
	24.01	WFB	Helena Apartments	Units	6,565,000.00	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	Units	4,435,000.00	 	 	 	 
	25	WFB	Hilltop Shopping Center	Sq. Ft.	10,481,250.00	10,481,250.00	29,659.03 	Actual/360	3.3400000%
	26	RMF	Westbrook Office Park III	Sq. Ft.	10,000,000.00	10,000,000.00	48,668.54 	Actual/360	4.1600000%
	27	UBS AG	Westlake Village I & II	Sq. Ft.	10,000,000.00	9,984,456.60	45,301.73 	Actual/360	3.5710000%
	28	UBS AG	Morse Road Portfolio	Sq. Ft.	9,050,000.00	9,050,000.00	44,520.56 	Actual/360	4.2500000%
	28.01	UBS AG	Morse Plaza	Sq. Ft.	6,275,000.00	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	Sq. Ft.	2,775,000.00	 	 	 	 
	29	WFB	SPS Vacaville II	Sq. Ft.	8,700,000.00	8,700,000.00	40,572.97 	Actual/360	3.8070000%
	30	AREF	Campus Edge Apartments	Units	8,300,000.00	8,300,000.00	25,490.80 	Actual/360	3.6250000%
	31	AREF	Number 10 Main Apartments	Units	8,000,000.00	8,000,000.00	33,278.89 	Actual/360	4.9100000%
	32	WFB	Virginia Varsity Self Storage	Sq. Ft.	8,000,000.00	8,000,000.00	38,424.19 	Actual/360	4.0500000%
	33	RMF	Renaissance Square 	Sq. Ft.	7,400,000.00	7,400,000.00	37,670.79 	Actual/360	4.5400000%
	34	BSPRT	Shoppes of Cooper City	Sq. Ft.	6,950,000.00	6,950,000.00	33,784.18 	Actual/360	4.1500000%
	35	RMF	Mountain View & Evergreen MHC Portfolio	Pads	6,500,000.00	6,500,000.00	34,103.25 	Actual/360	4.8000000%
	35.01	RMF	Mountain View Estates MHC	Pads	4,899,334.44	 	 	 	 
	35.02	RMF	Evergreen Park MHC	Pads	1,600,665.56	 	 	 	 
	36	AREF	Laurel Bay	Sq. Ft.	6,400,000.00	6,400,000.00	23,857.78 	Actual/360	4.4000000%
	37	UBS AG	Apollo Point	Units	6,250,000.00	6,233,488.32	30,746.24 	Actual/360	4.2500000%
	38	BSPRT	Toledo Shopping Center	Sq. Ft.	5,450,000.00	5,450,000.00	21,008.99 	Actual/360	4.5500000%
	39	BSPRT	Beacon Center Office Park	Sq. Ft.	5,075,000.00	5,055,939.98	26,928.03 	Actual/360	4.0500000%
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	Sq. Ft.	5,000,000.00	5,000,000.00	17,533.26 	Actual/360	4.1390000%
	40.01	UBS AG	Wood Village Town Center	Sq. Ft.	824,015.69	 	 	 	 


 


 



     EXH. B - 5


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Unit of Measure	Original Principal Balance ($)	Cut-off Date Principal Balance ($)	Monthly P&I Payment ($)	Interest Accrual Basis	Mortgage Rate
	40.02	UBS AG	Pecan Promenade	Sq. Ft.	765,990.14	 	 	 	 
	40.03	UBS AG	Valley Plaza	Sq. Ft.	696,836.42	 	 	 	 
	40.04	UBS AG	Pear Tree	Sq. Ft.	649,144.19	 	 	 	 
	40.05	UBS AG	Glendale Market Square	Sq. Ft.	614,699.80	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	Sq. Ft.	559,058.87	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	Sq. Ft.	492,819.67	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	Sq. Ft.	145,450.69	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	Sq. Ft.	108,632.29	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	Sq. Ft.	76,837.48	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	Sq. Ft.	66,514.76	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	Sq. Ft.	4,500,000.00	4,500,000.00	20,858.08 	Actual/360	3.7570000%
	42	UBS AG	Comfort Suites at The University	Rooms	4,500,000.00	4,487,561.32	21,535.61 	Actual/360	4.0200000%
	43	RMF	Batavia Self Storage	Sq. Ft.	3,800,000.00	3,793,266.61	21,420.39 	Actual/360	4.6380000%
	44	RMF	Bent Palms Apartments	Units	3,750,000.00	3,750,000.00	17,989.66 	Actual/360	4.0400000%


 


 



     EXH. B - 6


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Administrative Fee Rate	Net Mortgage Rate	Payment Due Date	Stated Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date	ARD Mortgage Rate After Anticipated Repayment Date	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)
	1	RMF	Continental Park - Rosecrans Douglas	0.0187000%	3.3213000%	6	11/6/2029	NAP	NAP	120	119
	2	RMF	West Bountiful Commons	0.0187000%	3.8213000%	6	11/6/2029	NAP	NAP	120	119
	3	WFB	Torrey Ridge Apartments	0.0187000%	4.0513000%	11	10/11/2029	NAP	NAP	120	118
	4	AREF	74 Kent Street & 11-20 46th Road	0.0187000%	4.2913000%	6	11/6/2029	NAP	NAP	120	119
	4.01	AREF	74 Kent Street	 	 	 	 	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 	 	 	 	 
	5	AREF	77 Clinton Avenue	0.0187000%	3.8313000%	6	11/6/2029	NAP	NAP	120	119
	6	BSPRT	Takoma Metro Center	0.0187000%	3.7713000%	6	10/6/2029	NAP	NAP	120	118
	7	WFB	The Tower at Burbank	0.0187000%	3.1113000%	11	8/11/2029	NAP	NAP	120	116
	8	RMF	Planet Self Storage Portfolio	0.0187000%	3.1563000%	6	10/6/2024	NAP	NAP	60	58
	8.01	RMF	Prime Storage - Somerville	 	 	 	 	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 	 	 	 	 
	9	BSPRT	The District at Tuttle	0.0187000%	4.2646300%	6	10/6/2029	NAP	NAP	120	118
	10	WFB	730 Arizona Avenue	0.0187000%	3.9513000%	11	9/11/2029	NAP	NAP	120	117
	11	UBS AG	Phoenix Industrial Portfolio II	0.0174500%	4.4325500%	6	10/6/2029	NAP	NAP	120	118
	11.01	UBS AG	Flint	 	 	 	 	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 	 	 	 	 
	12	WFB	North & Sheffield	0.0187000%	3.5813000%	11	10/11/2029	NAP	NAP	120	118
	13	BSPRT	Global Payments, Inc.	0.0187000%	3.8313000%	6	11/6/2029	11/6/2034	6.3500%	120	119
	14	AREF	Somerset Park at Union	0.0187000%	3.7913000%	6	11/6/2029	NAP	NAP	120	119
	15	BSPRT	NMR Pharmacy Portfolio	0.0187000%	4.2973000%	6	10/6/2029	NAP	NAP	120	118
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	0.0187000%	3.6013000%	11	10/11/2029	NAP	NAP	120	118


 



     EXH. B - 7


     


     


EXHIBIT B


MORTGAGE
LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Administrative Fee Rate	Net Mortgage Rate	Payment Due Date	Stated Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date	ARD Mortgage Rate After Anticipated Repayment Date	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)
	17	AREF	Platte Airpark Tech Campus	0.0187000%	3.7403000%	6	11/6/2029	NAP	NAP	120	119
	18	AREF	HIE & Candlewood Suites Portfolio	0.0187000%	4.6813000%	6	11/6/2029	NAP	NAP	120	119
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 	 	 	 	 
	19	AREF	The Hamptons Apartments	0.0187000%	4.0113000%	6	11/6/2029	NAP	NAP	120	119
	20	WFB	Hilton Garden Inn - Ft. Myers	0.0187000%	4.2313000%	11	10/11/2029	NAP	NAP	120	118
	21	AREF	Washington Avenue Portfolio	0.0187000%	3.3813000%	6	10/6/2029	NAP	NAP	120	118
	21.01	AREF	Washington Avenue Properties	 	 	 	 	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 	 	 	 	 
	22	AREF	River Club	0.0187000%	3.3613000%	6	11/6/2029	NAP	NAP	120	119
	23	RMF	Best Western Premier NYC Gateway 	0.0187000%	4.1613000%	6	11/6/2029	NAP	NAP	120	119
	24	WFB	Helena & Tillamook Apartment Portfolio	0.0187000%	3.4213000%	11	10/11/2029	NAP	NAP	120	118
	24.01	WFB	Helena Apartments	 	 	 	 	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 	 	 	 	 
	25	WFB	Hilltop Shopping Center	0.0187000%	3.3213000%	11	9/11/2029	NAP	NAP	120	117
	26	RMF	Westbrook Office Park III	0.0187000%	4.1413000%	6	11/6/2029	NAP	NAP	120	119
	27	UBS AG	Westlake Village I & II	0.0187000%	3.5523000%	6	11/6/2029	NAP	NAP	120	119
	28	UBS AG	Morse Road Portfolio	0.0187000%	4.2313000%	6	10/6/2029	NAP	NAP	120	118
	28.01	UBS AG	Morse Plaza	 	 	 	 	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 	 	 	 	 
	29	WFB	SPS Vacaville II	0.0187000%	3.7883000%	11	10/11/2029	NAP	NAP	120	118
	30	AREF	Campus Edge Apartments	0.0187000%	3.6063000%	6	11/6/2029	NAP	NAP	120	119
	31	AREF	Number 10 Main Apartments	0.0187000%	4.8913000%	6	11/6/2029	NAP	NAP	120	119
	32	WFB	Virginia Varsity Self Storage	0.0762000%	3.9738000%	11	10/11/2029	NAP	NAP	120	118
	33	RMF	Renaissance Square 	0.0662000%	4.4738000%	6	11/6/2029	NAP	NAP	120	119
	34	BSPRT	Shoppes of Cooper City	0.0187000%	4.1313000%	6	11/6/2029	NAP	NAP	120	119
	35	RMF	Mountain View & Evergreen MHC Portfolio	0.0187000%	4.7813000%	6	11/6/2029	NAP	NAP	120	119
	35.01	RMF	Mountain View Estates MHC	 	 	 	 	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 	 	 	 	 
	36	AREF	Laurel Bay	0.0187000%	4.3813000%	6	11/6/2029	NAP	NAP	120	119
	37	UBS AG	Apollo Point	0.0187000%	4.2313000%	6	10/6/2029	NAP	NAP	120	118
	38	BSPRT	Toledo Shopping Center	0.0187000%	4.5313000%	6	11/6/2029	NAP	NAP	120	119
	39	BSPRT	Beacon Center Office Park	0.0187000%	4.0313000%	6	10/6/2029	NAP	NAP	120	118
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	0.0251500%	4.1138500%	6	6/6/2029	NAP	NAP	120	114
	40.01	UBS AG	Wood Village Town Center	 	 	 	 	 	 	 	 


 


 



     EXH. B - 8


     


     


EXHIBIT B


MORTGAGE
LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Administrative Fee Rate	Net Mortgage Rate	Payment Due Date	Stated Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date	ARD Mortgage Rate After Anticipated Repayment Date	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)
	40.02	UBS AG	Pecan Promenade	 	 	 	 	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	0.0187000%	3.7383000%	11	10/11/2029	NAP	NAP	120	118
	42	UBS AG	Comfort Suites at The University	0.0187000%	4.0013000%	6	10/6/2029	NAP	NAP	120	118
	43	RMF	Batavia Self Storage	0.0187000%	4.6193000%	6	11/6/2029	NAP	NAP	120	119
	44	RMF	Bent Palms Apartments	0.0187000%	4.0213000%	6	11/6/2029	NAP	NAP	120	119


 


 



     EXH. B - 9


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Amortization Term (Original) (Mos.)	Amortization Term (Remaining) (Mos.)	Cross Collateralized and Cross Defaulted Loan Flag	Prepayment Provisions
	1	RMF	Continental Park - Rosecrans Douglas	IO	IO	NAP	L(23),GRTR 1% or YM(90),O(7)
	2	RMF	West Bountiful Commons	IO	IO	NAP	L(25),D(91),O(4)
	3	WFB	Torrey Ridge Apartments	360	360	NAP	L(26),D(90),O(4)
	4	AREF	74 Kent Street & 11-20 46th Road	IO	IO	NAP	L(25),D(91),O(4)
	4.01	AREF	74 Kent Street	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 
	5	AREF	77 Clinton Avenue	IO	IO	NAP	L(25),D(91),O(4)
	6	BSPRT	Takoma Metro Center	IO	IO	NAP	L(26),D(89),O(5)
	7	WFB	The Tower at Burbank	IO	IO	NAP	GRTR 0.5% or YM(28),GRTR 0.5% or YM or D(85),O(7)
	8	RMF	Planet Self Storage Portfolio	IO	IO	NAP	L(26),D(30),O(4)
	8.01	RMF	Prime Storage - Somerville	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 
	9	BSPRT	The District at Tuttle	IO	IO	NAP	L(26),D(90),O(4)
	10	WFB	730 Arizona Avenue	IO	IO	NAP	L(27),D(89),O(4)
	11	UBS AG	Phoenix Industrial Portfolio II	360	360	NAP	L(26),D(88),O(6)
	11.01	UBS AG	Flint	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 
	12	WFB	North & Sheffield	IO	IO	NAP	L(26),D(90),O(4)
	13	BSPRT	Global Payments, Inc.	IO	IO	NAP	YM(25),YM or D(91),O(4)
	14	AREF	Somerset Park at Union	IO	IO	NAP	L(25),D(91),O(4)
	15	BSPRT	NMR Pharmacy Portfolio	IO	IO	NAP	L(26),D(90),O(4)
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	360	360	NAP	L(26),GRTR 1% or YM or D(87),O(7)


 



     EXH. B - 10


     


     


EXHIBIT B


MORTGAGE
LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Amortization Term (Original) (Mos.)	Amortization Term (Remaining) (Mos.)	Cross Collateralized and Cross Defaulted Loan Flag	Prepayment Provisions
	17	AREF	Platte Airpark Tech Campus	360	360	NAP	L(25),D(91),O(4)
	18	AREF	HIE & Candlewood Suites Portfolio	360	359	NAP	L(25),D(92),O(3)
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 
	19	AREF	The Hamptons Apartments	IO	IO	NAP	L(25),D(91),O(4)
	20	WFB	Hilton Garden Inn - Ft. Myers	360	358	NAP	L(26),D(90),O(4)
	21	AREF	Washington Avenue Portfolio	IO	IO	NAP	L(26),D(90),O(4)
	21.01	AREF	Washington Avenue Properties	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 
	22	AREF	River Club	IO	IO	NAP	L(25),D(91),O(4)
	23	RMF	Best Western Premier NYC Gateway 	360	359	NAP	L(25),D(91),O(4)
	24	WFB	Helena & Tillamook Apartment Portfolio	IO	IO	NAP	L(26),D(90),O(4)
	24.01	WFB	Helena Apartments	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 
	25	WFB	Hilltop Shopping Center	IO	IO	NAP	L(27),D(86),O(7)
	26	RMF	Westbrook Office Park III	360	360	NAP	L(25),D(91),O(4)
	27	UBS AG	Westlake Village I & II	360	359	NAP	L(25),D(91),O(4)
	28	UBS AG	Morse Road Portfolio	360	360	NAP	L(26),D(90),O(4)
	28.01	UBS AG	Morse Plaza	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 
	29	WFB	SPS Vacaville II	360	360	NAP	L(26),GRTR 1% or YM or D(87),O(7)
	30	AREF	Campus Edge Apartments	IO	IO	NAP	L(25),D(91),O(4)
	31	AREF	Number 10 Main Apartments	IO	IO	NAP	L(25),D(92),O(3)
	32	WFB	Virginia Varsity Self Storage	360	360	NAP	L(26),D(90),O(4)
	33	RMF	Renaissance Square 	360	360	NAP	L(24),GRTR 1% or YM(92),O(4)
	34	BSPRT	Shoppes of Cooper City	360	360	NAP	L(25),D(91),O(4)
	35	RMF	Mountain View & Evergreen MHC Portfolio	360	360	NAP	L(25),D(91),O(4)
	35.01	RMF	Mountain View Estates MHC	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 
	36	AREF	Laurel Bay	IO	IO	NAP	L(25),D(91),O(4)
	37	UBS AG	Apollo Point	360	358	NAP	L(26),D(90),O(4)
	38	BSPRT	Toledo Shopping Center	IO	IO	NAP	L(1),GRTR 1% or YM(115),O(4)
	39	BSPRT	Beacon Center Office Park	300	298	NAP	L(26),D(90),O(4)
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	IO	IO	NAP	L(24),GRTR 1% or YM(89),O(7)
	40.01	UBS AG	Wood Village Town Center	 	 	 	 


 


 



     EXH. B - 11


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Amortization Term (Original) (Mos.)	Amortization Term (Remaining) (Mos.)	Cross Collateralized and Cross Defaulted Loan Flag	Prepayment Provisions
	40.02	UBS AG	Pecan Promenade	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	360	360	NAP	L(26),GRTR 1% or YM or D(87),O(7)
	42	UBS AG	Comfort Suites at The University	360	358	NAP	L(26),D(90),O(4)
	43	RMF	Batavia Self Storage	300	299	NAP	L(25),D(91),O(4)
	44	RMF	Bent Palms Apartments	360	360	NAP	L(25),D(91),O(4)


 


 



     EXH. B - 12


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Ownership Interest	Grace Period Late (Days)	Engineering Escrow / Deferred Maintenance ($)
	1	RMF	Continental Park - Rosecrans Douglas	Fee	0	0 
	2	RMF	West Bountiful Commons	Fee	0	0 
	3	WFB	Torrey Ridge Apartments	Fee	0	69,969 
	4	AREF	74 Kent Street & 11-20 46th Road	Fee	0	0 
	4.01	AREF	74 Kent Street	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 
	5	AREF	77 Clinton Avenue	Fee	0	0 
	6	BSPRT	Takoma Metro Center	Fee	5	28,704 
	7	WFB	The Tower at Burbank	Fee	0	0 
	8	RMF	Planet Self Storage Portfolio	Fee	0	73,438 
	8.01	RMF	Prime Storage - Somerville	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 
	9	BSPRT	The District at Tuttle	Fee	0	0 
	10	WFB	730 Arizona Avenue	Fee	0	0 
	11	UBS AG	Phoenix Industrial Portfolio II	Fee	0	283,040 
	11.01	UBS AG	Flint	 	 	 
	11.02	UBS AG	Beloit	 	 	 
	11.03	UBS AG	DuBois	 	 	 
	11.04	UBS AG	Jefferson	 	 	 
	11.05	UBS AG	Huntsville	 	 	 
	12	WFB	North & Sheffield	Fee	0	0 
	13	BSPRT	Global Payments, Inc.	Fee	0	0 
	14	AREF	Somerset Park at Union	Fee	0	0 
	15	BSPRT	NMR Pharmacy Portfolio	Fee	0	100,740 
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	Fee	0	0 


 



     EXH. B - 13


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Ownership Interest	Grace Period Late (Days)	Engineering Escrow / Deferred Maintenance ($)
	17	AREF	Platte Airpark Tech Campus	Fee	0	12,913 
	18	AREF	HIE & Candlewood Suites Portfolio	Fee	0	0 
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 
	19	AREF	The Hamptons Apartments	Fee	0	84,375 
	20	WFB	Hilton Garden Inn - Ft. Myers	Fee	0	0 
	21	AREF	Washington Avenue Portfolio	Fee	0	52,188 
	21.01	AREF	Washington Avenue Properties	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 
	21.03	AREF	16210 Clay	 	 	 
	22	AREF	River Club	Fee	0	15,000 
	23	RMF	Best Western Premier NYC Gateway 	Fee	0	6,250 
	24	WFB	Helena & Tillamook Apartment Portfolio	Fee	0	0 
	24.01	WFB	Helena Apartments	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 
	25	WFB	Hilltop Shopping Center	Fee	5	306,879 
	26	RMF	Westbrook Office Park III	Fee	0	7,500 
	27	UBS AG	Westlake Village I & II	Fee	0	11,625 
	28	UBS AG	Morse Road Portfolio	Fee	0	0 
	28.01	UBS AG	Morse Plaza	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 
	29	WFB	SPS Vacaville II	Fee	0	0 
	30	AREF	Campus Edge Apartments	Fee	0	0 
	31	AREF	Number 10 Main Apartments	Fee	0	14,188 
	32	WFB	Virginia Varsity Self Storage	Fee	0	0 
	33	RMF	Renaissance Square 	Fee	0	0 
	34	BSPRT	Shoppes of Cooper City	Fee	0	156,938 
	35	RMF	Mountain View & Evergreen MHC Portfolio	Fee	0	0 
	35.01	RMF	Mountain View Estates MHC	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 
	36	AREF	Laurel Bay	Fee	5	0 
	37	UBS AG	Apollo Point	Fee	0	0 
	38	BSPRT	Toledo Shopping Center	Fee	0	0 
	39	BSPRT	Beacon Center Office Park	Fee	0	15,030 
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	Fee	0	171,330 
	40.01	UBS AG	Wood Village Town Center	 	 	 


 


 



     EXH. B - 14


     


     


EXHIBIT B


MORTGAGE
LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Ownership Interest	Grace Period Late (Days)	Engineering Escrow / Deferred Maintenance ($)
	40.02	UBS AG	Pecan Promenade	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 
	41	WFB	Security Public Storage - Baltimore	Fee	0	0 
	42	UBS AG	Comfort Suites at The University	Fee	0	0 
	43	RMF	Batavia Self Storage	Fee	0	0 
	44	RMF	Bent Palms Apartments	Fee	0	0 


 


 



     EXH. B - 15


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Tax Escrow (Initial)	Monthly Tax Escrow ($)	Tax Escrow - Cash or LoC	Insurance Escrow (Initial)	Monthly Insurance Escrow ($)
	1	RMF	Continental Park - Rosecrans Douglas	48,798 	23,237 	Cash	8,218 	0 
	2	RMF	West Bountiful Commons	18,302 	17,431 	Cash	19,214 	1,664 
	3	WFB	Torrey Ridge Apartments	279,782 	34,973 	Cash	153,439 	13,949 
	4	AREF	74 Kent Street & 11-20 46th Road	80,123 	13,354 	Cash	18,167 	6,056 
	4.01	AREF	74 Kent Street	 	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 	 
	5	AREF	77 Clinton Avenue	173,681 	28,947 	Cash	25,370 	6,342 
	6	BSPRT	Takoma Metro Center	81,405 	40,702 	Cash	26,417 	3,774 
	7	WFB	The Tower at Burbank	0 	0 	NAP	0 	0 
	8	RMF	Planet Self Storage Portfolio	370,554 	58,818 	Cash	7,162 	3,410 
	8.01	RMF	Prime Storage - Somerville	 	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 	 
	9	BSPRT	The District at Tuttle	314,210 	62,842 	Cash	33,640 	4,205 
	10	WFB	730 Arizona Avenue	155,478 	25,913 	Cash	44,143 	4,233 
	11	UBS AG	Phoenix Industrial Portfolio II	261,385 	62,502 	Cash	159,062 	13,255 
	11.01	UBS AG	Flint	 	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 	 
	12	WFB	North & Sheffield	13,306 	4,434 	Cash	0 	0 
	13	BSPRT	Global Payments, Inc.	0 	0 	NAP	0 	0 
	14	AREF	Somerset Park at Union	346,715 	28,893 	Cash	40,288 	13,429 
	15	BSPRT	NMR Pharmacy Portfolio	0 	0 	NAP	37,914 	4,739 
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	19,098 	19,098 	Cash	0 	0 


 



     EXH. B - 16


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Tax Escrow (Initial)	Monthly Tax Escrow ($)	Tax Escrow - Cash or LoC	Insurance Escrow (Initial)	Monthly Insurance Escrow ($)
	17	AREF	Platte Airpark Tech Campus	141,281 	23,547 	Cash	0 	1,010 
	18	AREF	HIE & Candlewood Suites Portfolio	66,083 	22,028 	Cash	39,869 	5,696 
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 	 
	19	AREF	The Hamptons Apartments	70,880 	10,126 	Cash	24,351 	8,117 
	20	WFB	Hilton Garden Inn - Ft. Myers	117,793 	10,708 	Cash	0 	0 
	21	AREF	Washington Avenue Portfolio	574,346 	57,435 	Cash	31,531 	15,765 
	21.01	AREF	Washington Avenue Properties	 	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 	 
	22	AREF	River Club	52,462 	13,115 	Cash	36,746 	3,062 
	23	RMF	Best Western Premier NYC Gateway 	37,982 	18,087 	Cash	37,132 	2,947 
	24	WFB	Helena & Tillamook Apartment Portfolio	120,611 	10,965 	Cash	7,132 	792 
	24.01	WFB	Helena Apartments	 	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 	 
	25	WFB	Hilltop Shopping Center	0 	0 	NAP	0 	0 
	26	RMF	Westbrook Office Park III	33,495 	33,495 	Cash	1,655 	0 
	27	UBS AG	Westlake Village I & II	251,592 	50,318 	Cash	20,899 	2,430 
	28	UBS AG	Morse Road Portfolio	107,075 	9,734 	Cash	11,091 	941 
	28.01	UBS AG	Morse Plaza	 	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 	 
	29	WFB	SPS Vacaville II	0 	0 	NAP	0 	0 
	30	AREF	Campus Edge Apartments	147,908 	14,791 	Cash	0 	0 
	31	AREF	Number 10 Main Apartments	62,507 	15,627 	Cash	15,341 	5,114 
	32	WFB	Virginia Varsity Self Storage	14,475 	2,895 	Cash	553 	553 
	33	RMF	Renaissance Square 	4,965 	4,729 	Cash	11,800 	1,873 
	34	BSPRT	Shoppes of Cooper City	137,069 	15,230 	Cash	5,843 	2,921 
	35	RMF	Mountain View & Evergreen MHC Portfolio	9,655 	1,931 	Cash	1,774 	845 
	35.01	RMF	Mountain View Estates MHC	 	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 	 
	36	AREF	Laurel Bay	44,225 	8,845 	Cash	7,432 	572 
	37	UBS AG	Apollo Point	10,239 	5,120 	Cash	5,393 	1,172 
	38	BSPRT	Toledo Shopping Center	100,827 	0 	Cash	0 	0 
	39	BSPRT	Beacon Center Office Park	94,166 	8,561 	Cash	24,238 	4,040 
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	323,078 	161,539 	Cash	0 	0 
	40.01	UBS AG	Wood Village Town Center	 	 	 	 	 


 


 



     EXH. B - 17


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Tax Escrow (Initial)	Monthly Tax Escrow ($)	Tax Escrow - Cash or LoC	Insurance Escrow (Initial)	Monthly Insurance Escrow ($)
	40.02	UBS AG	Pecan Promenade	 	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	0 	0 	NAP	0 	0 
	42	UBS AG	Comfort Suites at The University	29,259 	2,760 	Cash	20,215 	4,394 
	43	RMF	Batavia Self Storage	2,982 	2,840 	Cash	714 	680 
	44	RMF	Bent Palms Apartments	5,456 	5,196 	Cash	12,757 	2,025 


 


 



     EXH. B - 18


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Insurance Escrow - Cash or LoC	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(15)	Replacement Reserve Cap ($)	Replacement Reserve Escrow - Cash or LoC
	1	RMF	Continental Park - Rosecrans Douglas	Cash	0 	3,434 	206,012 	Cash
	2	RMF	West Bountiful Commons	Cash	0 	2,367 	0 	Cash
	3	WFB	Torrey Ridge Apartments	Cash	1,000,000 	17,277 	0 	Cash
	4	AREF	74 Kent Street & 11-20 46th Road	Cash	0 	1,108 	0 	Cash
	4.01	AREF	74 Kent Street	 	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 	 
	5	AREF	77 Clinton Avenue	Cash	0 	2,117 	0 	Cash
	6	BSPRT	Takoma Metro Center	Cash	0 	3,302 	0 	Cash
	7	WFB	The Tower at Burbank	NAP	0 	0 	122,702 	NAP
	8	RMF	Planet Self Storage Portfolio	Cash	0 	5,333 	0 	Cash
	8.01	RMF	Prime Storage - Somerville	 	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 	 
	9	BSPRT	The District at Tuttle	Cash	0 	3,800 	0 	Cash
	10	WFB	730 Arizona Avenue	Cash	0 	480 	16,933 	Cash
	11	UBS AG	Phoenix Industrial Portfolio II	Cash	0 	19,922 	481,308 	Cash
	11.01	UBS AG	Flint	 	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 	 
	12	WFB	North & Sheffield	NAP	0 	530 	0 	Cash
	13	BSPRT	Global Payments, Inc.	NAP	0 	0 	0 	NAP
	14	AREF	Somerset Park at Union	Cash	0 	8,833 	0 	Cash
	15	BSPRT	NMR Pharmacy Portfolio	Cash	0 	2,077 	0 	Cash
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	NAP	0 	1,571 	37,704 	Cash


 



     EXH. B - 19


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Insurance Escrow - Cash or LoC	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(15)	Replacement Reserve Cap ($)	Replacement Reserve Escrow - Cash or LoC
	17	AREF	Platte Airpark Tech Campus	Cash	0 	2,290 	0 	Cash
	18	AREF	HIE & Candlewood Suites Portfolio	Cash	0 	12,269 	0 	Cash
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 	 
	19	AREF	The Hamptons Apartments	Cash	0 	4,417 	0 	Cash
	20	WFB	Hilton Garden Inn - Ft. Myers	NAP	0 	17,675 	0 	Cash
	21	AREF	Washington Avenue Portfolio	Cash	0 	1,563 	37,507 	Cash
	21.01	AREF	Washington Avenue Properties	 	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 	 
	22	AREF	River Club	Cash	0 	3,577 	0 	Cash
	23	RMF	Best Western Premier NYC Gateway 	Cash	0 	13,531 	0 	Cash
	24	WFB	Helena & Tillamook Apartment Portfolio	Cash	0 	2,708 	65,000 	Cash
	24.01	WFB	Helena Apartments	 	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 	 
	25	WFB	Hilltop Shopping Center	NAP	0 	1,493 	35,838 	Cash
	26	RMF	Westbrook Office Park III	Cash	0 	2,709 	162,537 	Cash
	27	UBS AG	Westlake Village I & II	Cash	0 	0 	0 	NAP
	28	UBS AG	Morse Road Portfolio	Cash	0 	1,379 	49,663 	Cash
	28.01	UBS AG	Morse Plaza	 	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 	 
	29	WFB	SPS Vacaville II	NAP	0 	0 	0 	NAP
	30	AREF	Campus Edge Apartments	NAP	0 	2,400 	0 	Cash
	31	AREF	Number 10 Main Apartments	Cash	1,000,000 	2,333 	0 	Cash
	32	WFB	Virginia Varsity Self Storage	Cash	0 	748 	26,928 	Cash
	33	RMF	Renaissance Square 	Cash	0 	1,128 	0 	Cash
	34	BSPRT	Shoppes of Cooper City	Cash	0 	586 	0 	Cash
	35	RMF	Mountain View & Evergreen MHC Portfolio	Cash	0 	771 	0 	Cash
	35.01	RMF	Mountain View Estates MHC	 	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 	 
	36	AREF	Laurel Bay	Cash	0 	368 	0 	Cash
	37	UBS AG	Apollo Point	Cash	0 	1,000 	0 	Cash
	38	BSPRT	Toledo Shopping Center	NAP	0 	540 	0 	Cash
	39	BSPRT	Beacon Center Office Park	Cash	0 	1,859 	0 	Cash
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	NAP	301,104 	20,994 	0 	Cash
	40.01	UBS AG	Wood Village Town Center	 	 	 	 	 


 


 



     EXH. B - 20


     


     


EXHIBIT B


MORTGAGE
LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Insurance Escrow - Cash or LoC	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(15)	Replacement Reserve Cap ($)	Replacement Reserve Escrow - Cash or LoC
	40.02	UBS AG	Pecan Promenade	 	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	NAP	0 	0 	0 	NAP
	42	UBS AG	Comfort Suites at The University	Cash	0 	7,218 	0 	Cash
	43	RMF	Batavia Self Storage	Cash	32,500 	1,127 	0 	Cash
	44	RMF	Bent Palms Apartments	Cash	0 	563 	0 	Cash


 


 



     EXH. B - 21


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Upfront TI/LC Reserve ($)	Monthly TI/LC Reserve ($)	TI/LC Reserve Cap ($)	TI/LC Escrow - Cash or LoC	Debt Service Escrow (Initial) ($)
	1	RMF	Continental Park - Rosecrans Douglas	6,500,000 	17,168 	500,000 	Cash	0 
	2	RMF	West Bountiful Commons	0 	13,244 	0 	Cash	0 
	3	WFB	Torrey Ridge Apartments	0 	0 	0 	NAP	0 
	4	AREF	74 Kent Street & 11-20 46th Road	0 	0 	0 	NAP	0 
	4.01	AREF	74 Kent Street	 	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 	 
	5	AREF	77 Clinton Avenue	400,000 	25,000 	4,000,000 	Cash	0 
	6	BSPRT	Takoma Metro Center	0 	13,207 	0 	Cash	0 
	7	WFB	The Tower at Burbank	0 	0 	490,807 	NAP	0 
	8	RMF	Planet Self Storage Portfolio	0 	0 	0 	NAP	0 
	8.01	RMF	Prime Storage - Somerville	 	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 	 
	9	BSPRT	The District at Tuttle	0 	0 	0 	NAP	0 
	10	WFB	730 Arizona Avenue	0 	6,005 	216,165 	Cash	0 
	11	UBS AG	Phoenix Industrial Portfolio II	0 	199,221 	1,500,000 	Cash	0 
	11.01	UBS AG	Flint	 	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 	 
	12	WFB	North & Sheffield	0 	0 	0 	NAP	0 
	13	BSPRT	Global Payments, Inc.	0 	0 	0 	NAP	0 
	14	AREF	Somerset Park at Union	0 	0 	0 	NAP	0 
	15	BSPRT	NMR Pharmacy Portfolio	0 	5,525 	0 	Cash	0 
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	0 	8,640 	311,040 	Cash	0 


 



     EXH. B - 22


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Upfront TI/LC Reserve ($)	Monthly TI/LC Reserve ($)	TI/LC Reserve Cap ($)	TI/LC Escrow - Cash or LoC	Debt Service Escrow (Initial) ($)
	17	AREF	Platte Airpark Tech Campus	650,000 	11,452 	1,250,000 	Cash	0 
	18	AREF	HIE & Candlewood Suites Portfolio	0 	0 	0 	NAP	0 
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 	 
	19	AREF	The Hamptons Apartments	0 	0 	0 	NAP	0 
	20	WFB	Hilton Garden Inn - Ft. Myers	0 	0 	0 	NAP	0 
	21	AREF	Washington Avenue Portfolio	0 	8,333 	300,000 	Cash	0 
	21.01	AREF	Washington Avenue Properties	 	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 	 
	22	AREF	River Club	0 	0 	0 	NAP	0 
	23	RMF	Best Western Premier NYC Gateway 	0 	0 	0 	NAP	0 
	24	WFB	Helena & Tillamook Apartment Portfolio	0 	0 	0 	NAP	0 
	24.01	WFB	Helena Apartments	 	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 	 
	25	WFB	Hilltop Shopping Center	196,213 	5,450 	196,213 	Cash	0 
	26	RMF	Westbrook Office Park III	200,000 	6,567 	550,000 	Cash	0 
	27	UBS AG	Westlake Village I & II	0 	0 	0 	NAP	0 
	28	UBS AG	Morse Road Portfolio	0 	4,598 	0 	Cash	0 
	28.01	UBS AG	Morse Plaza	 	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 	 
	29	WFB	SPS Vacaville II	0 	0 	0 	NAP	0 
	30	AREF	Campus Edge Apartments	0 	0 	0 	NAP	0 
	31	AREF	Number 10 Main Apartments	0 	0 	0 	NAP	0 
	32	WFB	Virginia Varsity Self Storage	0 	0 	0 	NAP	0 
	33	RMF	Renaissance Square 	0 	5,588 	150,000 	Cash	0 
	34	BSPRT	Shoppes of Cooper City	125,000 	$3,659.25 commencing on May 6, 2022 or when the TI/LC reserve balance is less than $75,000	0 	Cash	0 
	35	RMF	Mountain View & Evergreen MHC Portfolio	0 	0 	0 	NAP	0 
	35.01	RMF	Mountain View Estates MHC	 	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 	 
	36	AREF	Laurel Bay	125,000 	1,472 	125,000 	Cash	0 
	37	UBS AG	Apollo Point	0 	0 	0 	NAP	0 
	38	BSPRT	Toledo Shopping Center	150,000 	3,000 	100,000 	Cash	0 
	39	BSPRT	Beacon Center Office Park	100,000 	9,295 	550,000 	Cash	0 
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	589,027 	87,423 	0 	Cash	0 
	40.01	UBS AG	Wood Village Town Center	 	 	 	 	 


 


 



     EXH. B - 23


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Upfront TI/LC Reserve ($)	Monthly TI/LC Reserve ($)	TI/LC Reserve Cap ($)	TI/LC Escrow - Cash or LoC	Debt Service Escrow (Initial) ($)
	40.02	UBS AG	Pecan Promenade	 	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	0 	0 	0 	NAP	0 
	42	UBS AG	Comfort Suites at The University	0 	0 	0 	NAP	0 
	43	RMF	Batavia Self Storage	0 	0 	0 	NAP	0 
	44	RMF	Bent Palms Apartments	0 	0 	0 	NAP	0 


 


 



     EXH. B - 24


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)	Other Escrow I (Monthly) ($)(11)(16)
	1	RMF	Continental Park - Rosecrans Douglas	0 	NAP	NAP	0 	0 
	2	RMF	West Bountiful Commons	0 	NAP	Unfunded TI/LC	77,025 	$99,250 until March 2020
	3	WFB	Torrey Ridge Apartments	0 	NAP	Tax Lien Reserve	9,147 	0 
	4	AREF	74 Kent Street & 11-20 46th Road	0 	NAP	TCO Reserve	3,000,000 	0 
	4.01	AREF	74 Kent Street	 	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 	 
	5	AREF	77 Clinton Avenue	0 	NAP	Rent Reserve	771,667 	0 
	6	BSPRT	Takoma Metro Center	0 	NAP	Montessori Expansion Reserve	600,000 	0 
	7	WFB	The Tower at Burbank	0 	NAP	Existing TI/LC Obligations Reserve	15,934,738 	0 
	8	RMF	Planet Self Storage Portfolio	0 	NAP	NAP	0 	0 
	8.01	RMF	Prime Storage - Somerville	 	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 	 
	9	BSPRT	The District at Tuttle	0 	NAP	NAP	0 	0 
	10	WFB	730 Arizona Avenue	0 	NAP	NAP	0 	0 
	11	UBS AG	Phoenix Industrial Portfolio II	0 	NAP	NAP	0 	0 
	11.01	UBS AG	Flint	 	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 	 
	12	WFB	North & Sheffield	0 	NAP	Existing TI/LC Obligations Reserve	24,017 	0 
	13	BSPRT	Global Payments, Inc.	0 	NAP	Lease Sweep Reserve	0 	0 
	14	AREF	Somerset Park at Union	0 	NAP	NAP	0 	0 
	15	BSPRT	NMR Pharmacy Portfolio	0 	NAP	Hermitage HVAC Reserve	30,172 	0 
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	0 	NAP	Rent Concession Reserve	35,800 	0 


 



     EXH. B - 25


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)	Other Escrow I (Monthly) ($)(11)(16)
	17	AREF	Platte Airpark Tech Campus	0 	NAP	Outstanding TI/LC Reserve	630,327 	0 
	18	AREF	HIE & Candlewood Suites Portfolio	0 	NAP	PIP Reserve	3,760,000 	0 
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 	 
	19	AREF	The Hamptons Apartments	0 	NAP	Renovation Reserve	2,113,870 	0 
	20	WFB	Hilton Garden Inn - Ft. Myers	0 	NAP	PIP Reserve	2,406,000 	0 
	21	AREF	Washington Avenue Portfolio	0 	NAP	Unoccupied Premises Rollover Reserve	595,458 	0 
	21.01	AREF	Washington Avenue Properties	 	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 	 
	22	AREF	River Club	0 	NAP	NAP	0 	0 
	23	RMF	Best Western Premier NYC Gateway 	0 	NAP	Seasonality Reserve	120,000 	0 
	24	WFB	Helena & Tillamook Apartment Portfolio	0 	NAP	Upfront Reseve	351,250 	0 
	24.01	WFB	Helena Apartments	 	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 	 
	25	WFB	Hilltop Shopping Center	0 	NAP	NAP	0 	0 
	26	RMF	Westbrook Office Park III	0 	NAP	NAP	0 	0 
	27	UBS AG	Westlake Village I & II	0 	NAP	Rent Concession Funds	45,138 	0 
	28	UBS AG	Morse Road Portfolio	0 	NAP	Condominium Common Charge Reserve	9,679 	4,840 
	28.01	UBS AG	Morse Plaza	 	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 	 
	29	WFB	SPS Vacaville II	0 	NAP	NAP	0 	0 
	30	AREF	Campus Edge Apartments	0 	NAP	NAP	0 	0 
	31	AREF	Number 10 Main Apartments	0 	NAP	Short Term CapEx Reserve ($500,000.00); Subordinate City Loan Reserve ($88,000.00)	588,000 	0 
	32	WFB	Virginia Varsity Self Storage	0 	NAP	NAP	0 	0 
	33	RMF	Renaissance Square 	0 	NAP	Unfunded TI/LC	474,001 	0 
	34	BSPRT	Shoppes of Cooper City	0 	NAP	NAP	0 	0 
	35	RMF	Mountain View & Evergreen MHC Portfolio	0 	NAP	NAP	0 	0 
	35.01	RMF	Mountain View Estates MHC	 	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 	 
	36	AREF	Laurel Bay	0 	NAP	Condominium Common Charges	10,179 	5,090 
	37	UBS AG	Apollo Point	0 	NAP	Condominium Common Charge Funds	5,985 	On each month payment, Borrower shall deposit with the Lender an amount equal to one-twelfth of the Condominium Common Charges that the Lender estimates will be payable during the ensuing twelve months in order to accumulate sufficient funds to pay all such Condominium Common Charges at least thirty days prior to their respective due dates.
	38	BSPRT	Toledo Shopping Center	0 	NAP	NAP	0 	0 
	39	BSPRT	Beacon Center Office Park	0 	NAP	Helping Heart Free Rent Reserve	3,078 	0 
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	0 	NAP	Rent Concession Funds	52,244 	5,887 
	40.01	UBS AG	Wood Village Town Center	 	 	 	 	 


 


 



     EXH. B - 26


     


     


EXHIBIT B


MORTGAGE
LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)	Other Escrow I (Monthly) ($)(11)(16)
	40.02	UBS AG	Pecan Promenade	 	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	0 	NAP	NAP	0 	0 
	42	UBS AG	Comfort Suites at The University	0 	NAP	Seasonality Funds	91,488 	0 
	43	RMF	Batavia Self Storage	0 	NAP	NAP	0 	0 
	44	RMF	Bent Palms Apartments	0 	NAP	NAP	0 	0 


 


 



     EXH. B - 27


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow I Cap ($)	Other Escrow I Escrow - Cash or LoC	Other Escrow II Reserve Description
	1	RMF	Continental Park - Rosecrans Douglas	0 	NAP	NAP
	2	RMF	West Bountiful Commons	0 	Cash	NAP
	3	WFB	Torrey Ridge Apartments	0 	Cash	NAP
	4	AREF	74 Kent Street & 11-20 46th Road	0 	Cash	Free Rent Resere for TheraCare ($1,302,187.5), Outstanding TI/LC Funds ($2,290,825.5)
	4.01	AREF	74 Kent Street	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 
	5	AREF	77 Clinton Avenue	0 	Cash	NAP
	6	BSPRT	Takoma Metro Center	0 	Cash	Free Rent Reserve
	7	WFB	The Tower at Burbank	0 	Cash	Free Rent Obligations
	8	RMF	Planet Self Storage Portfolio	0 	NAP	NAP
	8.01	RMF	Prime Storage - Somerville	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 
	9	BSPRT	The District at Tuttle	0 	NAP	NAP
	10	WFB	730 Arizona Avenue	0 	NAP	NAP
	11	UBS AG	Phoenix Industrial Portfolio II	0 	NAP	NAP
	11.01	UBS AG	Flint	 	 	 
	11.02	UBS AG	Beloit	 	 	 
	11.03	UBS AG	DuBois	 	 	 
	11.04	UBS AG	Jefferson	 	 	 
	11.05	UBS AG	Huntsville	 	 	 
	12	WFB	North & Sheffield	0 	Cash	NAP
	13	BSPRT	Global Payments, Inc.	2,704,764 	NAP	NAP
	14	AREF	Somerset Park at Union	0 	NAP	NAP
	15	BSPRT	NMR Pharmacy Portfolio	0 	Cash	NAP
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	0 	Cash	Existing TI/LC Reserve ($76,085) / Springing Tenant Reserve 


 



     EXH. B - 28


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow I Cap ($)	Other Escrow I Escrow - Cash or LoC	Other Escrow II Reserve Description
	17	AREF	Platte Airpark Tech Campus	0 	Cash	NAP
	18	AREF	HIE & Candlewood Suites Portfolio	820,000 	Cash	Seasonality Reserve
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 
	19	AREF	The Hamptons Apartments	0 	Cash	NAP
	20	WFB	Hilton Garden Inn - Ft. Myers	0 	LoC	Seasonality Reserve
	21	AREF	Washington Avenue Portfolio	0 	Cash	Pub Heights Case Reserve
	21.01	AREF	Washington Avenue Properties	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 
	21.03	AREF	16210 Clay	 	 	 
	22	AREF	River Club	0 	NAP	NAP
	23	RMF	Best Western Premier NYC Gateway 	0 	Cash	NAP
	24	WFB	Helena & Tillamook Apartment Portfolio	0 	Cash	Gap Rent Reserve
	24.01	WFB	Helena Apartments	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 
	25	WFB	Hilltop Shopping Center	0 	NAP	NAP
	26	RMF	Westbrook Office Park III	0 	NAP	NAP
	27	UBS AG	Westlake Village I & II	0 	Cash	NAP
	28	UBS AG	Morse Road Portfolio	0 	Cash	Unfunded Obligations Reserve
	28.01	UBS AG	Morse Plaza	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 
	29	WFB	SPS Vacaville II	0 	NAP	NAP
	30	AREF	Campus Edge Apartments	0 	NAP	NAP
	31	AREF	Number 10 Main Apartments	0 	Cash	Preferred Equity Reserve
	32	WFB	Virginia Varsity Self Storage	0 	NAP	NAP
	33	RMF	Renaissance Square 	0 	Cash	Free Rent Reserve
	34	BSPRT	Shoppes of Cooper City	0 	NAP	NAP
	35	RMF	Mountain View & Evergreen MHC Portfolio	0 	NAP	NAP
	35.01	RMF	Mountain View Estates MHC	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 
	36	AREF	Laurel Bay	0 	Cash	NAP
	37	UBS AG	Apollo Point	0 	Cash	NAP
	38	BSPRT	Toledo Shopping Center	0 	NAP	NAP
	39	BSPRT	Beacon Center Office Park	0 	Cash	NAP
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	0 	Cash	NAP
	40.01	UBS AG	Wood Village Town Center	 	 	 


 


 



     EXH. B - 29


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow I Cap ($)	Other Escrow I Escrow - Cash or LoC	Other Escrow II Reserve Description
	40.02	UBS AG	Pecan Promenade	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 
	41	WFB	Security Public Storage - Baltimore	0 	NAP	NAP
	42	UBS AG	Comfort Suites at The University	0 	Cash	Comfort Letter Funds; PIP Funds
	43	RMF	Batavia Self Storage	0 	NAP	NAP
	44	RMF	Bent Palms Apartments	0 	NAP	NAP


 


 



     EXH. B - 30


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II (Initial) ($)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)
	1	RMF	Continental Park - Rosecrans Douglas	0 	0 	0 
	2	RMF	West Bountiful Commons	0 	0 	0 
	3	WFB	Torrey Ridge Apartments	0 	0 	0 
	4	AREF	74 Kent Street & 11-20 46th Road	3,593,013 	0 	0 
	4.01	AREF	74 Kent Street	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 
	5	AREF	77 Clinton Avenue	0 	0 	0 
	6	BSPRT	Takoma Metro Center	71,794 	0 	0 
	7	WFB	The Tower at Burbank	0 	0 	0 
	8	RMF	Planet Self Storage Portfolio	0 	0 	0 
	8.01	RMF	Prime Storage - Somerville	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 
	9	BSPRT	The District at Tuttle	0 	0 	0 
	10	WFB	730 Arizona Avenue	0 	0 	0 
	11	UBS AG	Phoenix Industrial Portfolio II	0 	0 	0 
	11.01	UBS AG	Flint	 	 	 
	11.02	UBS AG	Beloit	 	 	 
	11.03	UBS AG	DuBois	 	 	 
	11.04	UBS AG	Jefferson	 	 	 
	11.05	UBS AG	Huntsville	 	 	 
	12	WFB	North & Sheffield	0 	0 	0 
	13	BSPRT	Global Payments, Inc.	0 	0 	0 
	14	AREF	Somerset Park at Union	0 	0 	0 
	15	BSPRT	NMR Pharmacy Portfolio	0 	0 	0 
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	76,085 	0 	0 


 



     EXH. B - 31


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II (Initial) ($)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)
	17	AREF	Platte Airpark Tech Campus	0 	0 	0 
	18	AREF	HIE & Candlewood Suites Portfolio	215,000 	0 	0 
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 
	19	AREF	The Hamptons Apartments	0 	0 	0 
	20	WFB	Hilton Garden Inn - Ft. Myers	0 	0 	0 
	21	AREF	Washington Avenue Portfolio	250,000 	0 	0 
	21.01	AREF	Washington Avenue Properties	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 
	21.03	AREF	16210 Clay	 	 	 
	22	AREF	River Club	0 	0 	0 
	23	RMF	Best Western Premier NYC Gateway 	0 	0 	0 
	24	WFB	Helena & Tillamook Apartment Portfolio	49,389 	0 	0 
	24.01	WFB	Helena Apartments	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 
	25	WFB	Hilltop Shopping Center	0 	0 	0 
	26	RMF	Westbrook Office Park III	0 	0 	0 
	27	UBS AG	Westlake Village I & II	0 	0 	0 
	28	UBS AG	Morse Road Portfolio	235,142 	0 	0 
	28.01	UBS AG	Morse Plaza	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 
	29	WFB	SPS Vacaville II	0 	0 	0 
	30	AREF	Campus Edge Apartments	0 	0 	0 
	31	AREF	Number 10 Main Apartments	6,250 	6,250 	0 
	32	WFB	Virginia Varsity Self Storage	0 	0 	0 
	33	RMF	Renaissance Square 	203,374 	0 	0 
	34	BSPRT	Shoppes of Cooper City	0 	0 	0 
	35	RMF	Mountain View & Evergreen MHC Portfolio	0 	0 	0 
	35.01	RMF	Mountain View Estates MHC	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 
	36	AREF	Laurel Bay	0 	0 	0 
	37	UBS AG	Apollo Point	0 	0 	0 
	38	BSPRT	Toledo Shopping Center	0 	0 	0 
	39	BSPRT	Beacon Center Office Park	0 	0 	0 
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	0 	0 	0 
	40.01	UBS AG	Wood Village Town Center	 	 	 


 


 



     EXH. B - 32


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II (Initial) ($)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)
	40.02	UBS AG	Pecan Promenade	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 
	41	WFB	Security Public Storage - Baltimore	0 	0 	0 
	42	UBS AG	Comfort Suites at The University	2,000 	0 	0 
	43	RMF	Batavia Self Storage	0 	0 	0 
	44	RMF	Bent Palms Apartments	0 	0 	0 


 


 



     EXH. B - 33


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II Escrow - Cash or LoC	Holdback(7)	Secured by LOC (Y/N)	LOC Amount
	1	RMF	Continental Park - Rosecrans Douglas	NAP	NAP	N	 
	2	RMF	West Bountiful Commons	NAP	NAP	N	 
	3	WFB	Torrey Ridge Apartments	NAP	NAP	N	 
	4	AREF	74 Kent Street & 11-20 46th Road	Cash	2,000,000 	 	 
	4.01	AREF	74 Kent Street	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 
	5	AREF	77 Clinton Avenue	NAP	NAP	 	 
	6	BSPRT	Takoma Metro Center	Cash	NAP	N	 
	7	WFB	The Tower at Burbank	NAP	NAP	N	 
	8	RMF	Planet Self Storage Portfolio	NAP	NAP	N	 
	8.01	RMF	Prime Storage - Somerville	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 
	9	BSPRT	The District at Tuttle	NAP	NAP	N	 
	10	WFB	730 Arizona Avenue	NAP	NAP	N	 
	11	UBS AG	Phoenix Industrial Portfolio II	NAP	NAP	N	 
	11.01	UBS AG	Flint	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 
	12	WFB	North & Sheffield	NAP	NAP	N	 
	13	BSPRT	Global Payments, Inc.	NAP	NAP	N	 
	14	AREF	Somerset Park at Union	NAP	1,500,000 	N	 
	15	BSPRT	NMR Pharmacy Portfolio	NAP	NAP	N	 
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	Cash	NAP	N	 


 



     EXH. B - 34


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II Escrow - Cash or LoC	Holdback(7)	Secured by LOC (Y/N)	LOC Amount
	17	AREF	Platte Airpark Tech Campus	NAP	NAP	N	 
	18	AREF	HIE & Candlewood Suites Portfolio	Cash	NAP	N	 
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 
	19	AREF	The Hamptons Apartments	NAP	1,480,000 	N	 
	20	WFB	Hilton Garden Inn - Ft. Myers	NAP	NAP	N	 
	21	AREF	Washington Avenue Portfolio	Cash	NAP	N	 
	21.01	AREF	Washington Avenue Properties	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 
	22	AREF	River Club	NAP	NAP	N	 
	23	RMF	Best Western Premier NYC Gateway 	NAP	NAP	N	 
	24	WFB	Helena & Tillamook Apartment Portfolio	Cash 	NAP	N	 
	24.01	WFB	Helena Apartments	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 
	25	WFB	Hilltop Shopping Center	NAP	NAP	N	 
	26	RMF	Westbrook Office Park III	NAP	NAP	N	 
	27	UBS AG	Westlake Village I & II	NAP	NAP	N	 
	28	UBS AG	Morse Road Portfolio	Cash	NAP	N	 
	28.01	UBS AG	Morse Plaza	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 
	29	WFB	SPS Vacaville II	NAP	NAP	N	 
	30	AREF	Campus Edge Apartments	NAP	NAP	N	 
	31	AREF	Number 10 Main Apartments	Cash	NAP	N	 
	32	WFB	Virginia Varsity Self Storage	NAP	NAP	N	 
	33	RMF	Renaissance Square 	Cash	NAP	N	 
	34	BSPRT	Shoppes of Cooper City	NAP	NAP	N	 
	35	RMF	Mountain View & Evergreen MHC Portfolio	NAP	NAP	N	 
	35.01	RMF	Mountain View Estates MHC	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 
	36	AREF	Laurel Bay	NAP	NAP	N	 
	37	UBS AG	Apollo Point	NAP	NAP	N	 
	38	BSPRT	Toledo Shopping Center	NAP	NAP	N	 
	39	BSPRT	Beacon Center Office Park	NAP	NAP	N	 
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	NAP	NAP	N	 
	40.01	UBS AG	Wood Village Town Center	 	 	 	 


 


 



     EXH. B - 35


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Other Escrow II Escrow - Cash or LoC	Holdback(7)	Secured by LOC (Y/N)	LOC Amount
	40.02	UBS AG	Pecan Promenade	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	NAP	NAP	N	 
	42	UBS AG	Comfort Suites at The University	Cash	NAP	N	 
	43	RMF	Batavia Self Storage	NAP	NAP	N	 
	44	RMF	Bent Palms Apartments	NAP	NAP	N	 


 


 



     EXH. B - 36


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Type of Lockbox	Borrower Name	Sponsor Name	 Servicing 

Fee Rate
	1	RMF	Continental Park - Rosecrans Douglas	Springing	Continental Rose-Doug LLC	Continental Development Corporation	0.00500%
	2	RMF	West Bountiful Commons	Springing	WBC Partners Delaware, LLC	John R. Thackeray; Armand D. Johansen	0.00500%
	3	WFB	Torrey Ridge Apartments	Soft/Springing Cash Management	Torrey Ridge, L.P.	Patrick De La Torre	0.00500%
	4	AREF	74 Kent Street & 11-20 46th Road	Hard/Springing Cash Management	11-20 46th Road Owner LLC; 74 Kent Owner LLC	Simeon Derenshteyn; Elena Gilman 	0.00500%
	4.01	AREF	74 Kent Street	 	 	 	 
	4.02	AREF	11-20 46th Road	 	 	 	 
	5	AREF	77 Clinton Avenue	Hard/Springing Cash Management	Clinton Associates of Kings Inc.; Clinton Associates of Kings 2 LLC	Abraham Leser; Edith Leser	0.00500%
	6	BSPRT	Takoma Metro Center	Hard/Springing Cash Management	Jemal's Takoma Park L.L.C.	Norman Jemal	0.00500%
	7	WFB	The Tower at Burbank	Hard/Springing Cash Management	Tower Burbank Owner, LLC	BPP Burbank Holdings LLC	0.00250%
	8	RMF	Planet Self Storage Portfolio	Springing	Prime Storage Brookfield, LLC; Prime Storage Clinton, LLC; Prime Storage Fairless Hills, LLC; Prime Storage Lindenwold, LLC; Prime Storage Newington, LLC; Prime Storage New Milford, LLC; Prime Storage Phillipsburg, LLC; Prime Storage Quakertown, LLC; Prime Storage Washington, LLC; Prime Storage Hyde Park, LLC; Prime Storage Somerville, LLC	Robert Moser	0.00250%
	8.01	RMF	Prime Storage - Somerville	 	 	 	 
	8.02	RMF	Prime Storage - Newington	 	 	 	 
	8.03	RMF	Prime Storage - Washington	 	 	 	 
	8.04	RMF	Prime Storage - Brookfield	 	 	 	 
	8.05	RMF	Prime Storage - Quakertown	 	 	 	 
	8.06	RMF	Prime Storage - Hyde Park	 	 	 	 
	8.07	RMF	Prime Storage - Phillipsburg	 	 	 	 
	8.08	RMF	Prime Storage - New Milford	 	 	 	 
	8.09	RMF	Prime Storage - Fairless Hills	 	 	 	 
	8.1	RMF	Prime Storage - Clinton	 	 	 	 
	8.11	RMF	Prime Storage - Lindenwold	 	 	 	 
	9	BSPRT	The District at Tuttle	Soft/Springing Cash Management	District One II, LLC	Scott W. Coy; Brian G. Uffelman	0.00500%
	10	WFB	730 Arizona Avenue	Hard/Upfront Cash Management	730 Arizona Avenue Holdings, LLC	David Orenstein	0.00500%
	11	UBS AG	Phoenix Industrial Portfolio II	Hard/Springing Cash Management	Phoenix Beloit Industrial Investors LLC; Phoenix Jefferson Industrial Investors LLC; Phoenix Flint Industrial Investors LLC; Phoenix Huntsville Industrial Investors LLC; Phoenix Dubois Industrial Investors LLC	Phoenix Investors	0.00250%
	11.01	UBS AG	Flint	 	 	 	 
	11.02	UBS AG	Beloit	 	 	 	 
	11.03	UBS AG	DuBois	 	 	 	 
	11.04	UBS AG	Jefferson	 	 	 	 
	11.05	UBS AG	Huntsville	 	 	 	 
	12	WFB	North & Sheffield	Soft/Springing Cash Management	North Sheffield Associates LLC	Jeffrey J. Feil	0.00500%
	13	BSPRT	Global Payments, Inc.	Springing	BSPRT GPO Owner, LLC	BSPRT CRE Equity, LLC	0.00500%
	14	AREF	Somerset Park at Union	Springing	Somerset Best Living, LLC	Gerald Lee Nudo; Laurence H. Weiner; Marc Kulick	0.00500%
	15	BSPRT	NMR Pharmacy Portfolio	Hard/Springing Cash Management	WEC 98H-30 LLC; WEC 98H-9 LLC; WEC 98H-18 LLC; WEC 98H-28 LLC; WEC 98H-38 LLC; WEC 98H-27 LLC; 1851 East State Street Owner LLC; 1158 Wilmington Avenue Owner LLC; 5320 Clinton Highway LLC; 9 West Mitchell Avenue LLC; 1130 South Arlington Street LLC; 1804 Jefferson Street LLC; 517 North Green Street LLC	Moshe Shovtiel Rudich	0.00500%
	15.01	BSPRT	WAG - Knoxville, TN	 	 	 	 
	15.02	BSPRT	WAG - Cincinnati, OH	 	 	 	 
	15.03	BSPRT	WAG - Huntington, IN	 	 	 	 
	15.04	BSPRT	CVS - Dublin, OH	 	 	 	 
	15.05	BSPRT	CVS - Ashland, KY	 	 	 	 
	15.06	BSPRT	WAG - Akron, OH	 	 	 	 
	15.07	BSPRT	Rite Aid/PNC ATM - Dayton, OH	 	 	 	 
	15.08	BSPRT	CVS - Bristol, VA	 	 	 	 
	15.09	BSPRT	CVS - Bristol, TN	 	 	 	 
	15.1	BSPRT	CVS - Evans, GA	 	 	 	 
	15.11	BSPRT	WAG - Henderson, KY	 	 	 	 
	15.12	BSPRT	CVS - Summerfield, NC	 	 	 	 
	15.13	BSPRT	Rite Aid - Hermitage, PA	 	 	 	 
	16	WFB	Scripps Ranch Business Park- CA	Springing	Scripps Ranch LLC	David B. Dollinger	0.00500%


 


 



     EXH. B - 37


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Type of Lockbox	Borrower Name	Sponsor Name	 Servicing 

Fee Rate
	17	AREF	Platte Airpark Tech Campus	Hard/Springing Cash Management	Platte Holdings, LLC; Platte TIC, LLC; Platte TICD, LLC	Dmitry Gordeev; Abraham Ausch	0.00500%
	18	AREF	HIE & Candlewood Suites Portfolio	Springing	Sunnyland CDLW Real Estate, LLC; PA HIE, LLC; Wadsworth HIE, LLC	Robert Leatherman; Phyllis Leatherman	0.00500%
	18.01	AREF	Holiday Inn Express Grove City Outlet Center    	 	 	 	 
	18.02	AREF	Candlewood Suites Grove City Outlet Center   	 	 	 	 
	18.03	AREF	Holiday Inn Express & Suites Wadsworth 	 	 	 	 
	19	AREF	The Hamptons Apartments	Soft/Springing Cash Management	RM The Hamptons, LLC	MogulREIT I, LLC; Jilliene Helman	0.00500%
	20	WFB	Hilton Garden Inn - Ft. Myers	Hard/Springing Cash Management	LH Fort Myers Hospitality LLC	Richard L. LaFrance	0.00500%
	21	AREF	Washington Avenue Portfolio	Hard/Springing Cash Management	Urban Properties, LLC	Vinod Kewalramani	0.00250%
	21.01	AREF	Washington Avenue Properties	 	 	 	 
	21.02	AREF	319 Saint Emanuel	 	 	 	 
	21.03	AREF	16210 Clay	 	 	 	 
	22	AREF	River Club	Springing	TEG River Club LLC	Yshia David Willner; Moshe Y. Wagner	0.00500%
	23	RMF	Best Western Premier NYC Gateway 	Springing	AV Hospitality LLC	Tansukh R. Suratwala; Jugmohan R. Suratwala	0.00500%
	24	WFB	Helena & Tillamook Apartment Portfolio	Springing	UDG 14th & Hawthorne LLC; UDG Tillamook 42 LLC	Dennis Erick Sackhoff; Dennis Erick Sackhoff Revocable Trust	0.00500%
	24.01	WFB	Helena Apartments	 	 	 	 
	24.02	WFB	Tillamook Street Apartments	 	 	 	 
	25	WFB	Hilltop Shopping Center	Springing	Papf Redding, LLC	Stephen B. Jaeger	0.00500%
	26	RMF	Westbrook Office Park III	Springing	Excelsior Westbrook III LLC	Brian C. Adams; Abhishek Mathur	0.00500%
	27	UBS AG	Westlake Village I & II	Springing	Westlake Village, LLC; Westlake Village II LLC	Katherine A. Roche Marital Trust; Katherine A. Roche	0.00500%
	28	UBS AG	Morse Road Portfolio	Hard/Springing Cash Management	Building 14K LLC; NMRD3 Limited	Mina L. Dioun	0.00500%
	28.01	UBS AG	Morse Plaza	 	 	 	 
	28.02	UBS AG	1607-1635 Morse Road	 	 	 	 
	29	WFB	SPS Vacaville II	None	Security Public Storage – Vacaville II LLC	Benjamin D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Michael B. Eisler, individually and as Trustee of the Michael Bradley Eisler Revocable Trust	0.00500%
	30	AREF	Campus Edge Apartments	Springing	Campus Edge Equities LLC	Francis Greenburger	0.00500%
	31	AREF	Number 10 Main Apartments	Soft/Upfront Cash Management	CTB L.L.C.	Akinjide A. Famuagun	0.00500%
	32	WFB	Virginia Varsity Self Storage	None	Virginia Varsity Storage-Apperson, LLC	John D. Lugar	0.06250%
	33	RMF	Renaissance Square 	Hard/Springing Cash Management	CCA-Renaissance Square Shopping Center, LLC	Steven Usdan	0.05250%
	34	BSPRT	Shoppes of Cooper City	Hard/Springing Cash Management	Shoppes of Cooper City AP, LLC	Andrew Perkins	0.00500%
	35	RMF	Mountain View & Evergreen MHC Portfolio	Springing	Mountain View Estates MHC, LLC	John P. Briggs; Julio C. Jaramillo	0.00500%
	35.01	RMF	Mountain View Estates MHC	 	 	 	 
	35.02	RMF	Evergreen Park MHC	 	 	 	 
	36	AREF	Laurel Bay	Springing	Pref Laurel Bay, LLC	Paragon Management Company, LLC	0.00500%
	37	UBS AG	Apollo Point	Springing	Lion's Gate VII, LP	Gregory Sarangoulis	0.00500%
	38	BSPRT	Toledo Shopping Center	Springing	Toledo Jalimar Corporation	Steven Halegua	0.00500%
	39	BSPRT	Beacon Center Office Park	Springing	AK & B Beacon Center, LLC	Ahmed Al-Khatib	0.00500%
	40	UBS AG	CIRE Equity Retail & Industrial Portfolio	Hard/Springing Cash Management	CP Denver REH, LLC; Glendale REH, LLC; IFCO Homeland REH, LLC; Pecan REH, LLC; Pear Tree REH, LLC; Valley Plaza REH, LLC; VAL Vista REH, LLC; Wood Village REH, LLC; 2621 Hall Ave REH, LLC; 2641 Hall Avenue REH, LLC; 606 W Troy REH, LLC	Josh Volen; Trevor Smith; CIRE OpCo I, LLC	0.00250%
	40.01	UBS AG	Wood Village Town Center	 	 	 	 


 


 



     EXH. B - 38


     


     


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 


Wells Fargo Commercial Mortgage Trust 2019-C54 


MORTGAGE LOAN SCHEDULE


 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name	Type of Lockbox	Borrower Name	Sponsor Name	 Servicing 

Fee Rate
	40.02	UBS AG	Pecan Promenade	 	 	 	 
	40.03	UBS AG	Valley Plaza	 	 	 	 
	40.04	UBS AG	Pear Tree	 	 	 	 
	40.05	UBS AG	Glendale Market Square	 	 	 	 
	40.06	UBS AG	Central Park Shopping Center	 	 	 	 
	40.07	UBS AG	Val Vista Towne Center	 	 	 	 
	40.08	UBS AG	2641 Hall Ave - Riverside, CA	 	 	 	 
	40.09	UBS AG	606 W Troy - Indianapolis, IN	 	 	 	 
	40.1	UBS AG	Homeland - Bartow, FL	 	 	 	 
	40.11	UBS AG	2621 Hall Ave - Riverside, CA	 	 	 	 
	41	WFB	Security Public Storage - Baltimore	None	Security Public Storage – Baltimore LLC	Benjamin D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Michael B. Eisler, individually and as Trustee of the Michael Bradley Eisler Revocable Trust	0.00500%
	42	UBS AG	Comfort Suites at The University	Hard/Springing Cash Management	Coastal Carolina Hospitality, LLC	John W. Gandy	0.00500%
	43	RMF	Batavia Self Storage	Springing	Batavia Rentals, LLC; Batavia Self Storage and Truck Rentals, Inc.	Michael Kuphal; Belinda Metz	0.00500%
	44	RMF	Bent Palms Apartments	Springing	AUM Realty II FL, LLC	Kandarp Acharya; Amit Wadhwa; Salil Ray; Guarang Parekh	0.00500%


 


 



     EXH. B - 39


     


     


 


 


 


 


EXHIBIT C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2019-C54

          [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


	 	Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage
Pass-Through Certificates, Series 2019-C54 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates (collectively, the “Certificates”). Capitalized terms used
and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.              
Check one of the following:*


 


	 	☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor” within the meaning of Rule 501(a)(1),


 


 


 

 


*        Purchaser
must select one of the following two certifications.


 


 



    Exhibit C-1


     


     


	 	 	(2), (3) or (7) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


	 	☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.              
The Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account
or (b) for reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any
event with the view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a
Class R Certificate) to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the
receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar
of an opinion of counsel acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable
laws and (z) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.
The Purchaser understands that the Certificates (and any subsequent Certificates) have not been registered under the Securities
Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer
the Certificates only to certain investors in certain exempted transactions) as expressed herein.


 


3.              
The Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Registered Certificates (collectively,
the “Prospectus”) (and, with respect to Non-Registered Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Non-Registered Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.              
The Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not
been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the
Certificates cannot be


 



    Exhibit C-2


     


     


reoffered, resold, pledged or otherwise transferred
unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


 


5.              
The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity
as an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.              
The Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with
Section 5.03 of the Pooling and Servicing Agreement.


 


7.              
Check one of the following:**


 


	 	☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).


 


	 	☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax


 


 


 

 


	 	**	Each Purchaser must select one of the two alternative certifications.


 


	 	***	Does not apply to a transfer of Class R Certificates.


 



    Exhibit C-3


     


     


Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20,
1996 that have elected to be treated as U.S. Tax Persons).


 


	 	8.	Please make all payments due on the Certificates:****


 


	 	☐	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


 


	 	 	 	 	 
	 	Bank:	 
	 	ABA #:	 
	 	Account #:	 
	 	Attention:	 


 


 


 


 


	 	☐	(b)	by mailing a check or draft to the following address:


 


 


 


	 	 
	 	 
	 	 


  


9.             
If the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated
as a partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one
or more partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	 	 	 
	 	Very truly yours,	 
	 	 	 
	 	 	 	 
	 	[The Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 


 


 

 


****        Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional
Amount, as applicable, of at least U.S. $5,000,000.


 



    Exhibit C-4


     


     


EXHIBIT D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2019-C54

          [OR OTHER CERTIFICATE REGISTRAR]


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2019, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer


 


 


	STATE OF	)	 
	 	 	)    ss.:
	COUNTY OF	)


 


 


I,  [______], under
penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:


 


1.              
I am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.              
The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate
mortgage investment conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC”
and (ii) “Upper-Tier REMIC”, respectively, relating to the Certificates for which an election is to be
made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.              
The Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not
acquiring the Class R Certificates for the account of, or as agent or


 



    Exhibit D-1-1


     


     


nominee of, or with a view to the transfer
of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (i) the United States, any State or political subdivision thereof, any possession of
the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any
agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’
cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of the Code and (v) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of
Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator)
that the holding of an Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the
Code or successor provisions.


 


4.              
The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in
certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates
to a Disqualified Organization.


 


5.              
The Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification
number is [__________].


 


6.              
No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.              
The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.              
Check the applicable paragraph:


 


☐              The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not
exceed the sum of:


 


(i)             
the present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)            
the present value of the expected future distributions on such Class R Certificate; and


 


 



    Exhibit D-1-2


     


     


(iii)           
the present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC
generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b) of the Code may be used in lieu of the corporate income tax rate specified in Section 11(b) of the Code
if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and
will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values
are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


	 	☐	  The transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)             
the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)           
 at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the
transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the
Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million
and net assets in excess of $10 million;


 


(iii)         
  the Purchaser will transfer the Class R Certificate only to another “eligible corporation,”
as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)          
 the Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable
market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and
reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐              None
of the above.


 


9.             
The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the
future and the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.           
The Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any
cash flows generated by such Certificate.


 


11.           
The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the
Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an
affidavit and agreement in substantially


 



    Exhibit D-1-3


     


     


the same form as this affidavit and agreement.
The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained
in such affidavit and agreement is false.


 


12.           
The Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person
that is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor
to remain a Permitted Transferee.


 


13.           
The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel
to constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly,
by a Permitted Transferee.


 


14.           
The Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of
which provisions is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply
with such provisions.


 


15.           
The Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative”
(as defined in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement
and (ii) Certificate Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or
successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser
agrees, by acquiring such certificate, to any such elections and to reasonably cooperate with the Certificate Administrator in
connection with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-1-4


     


     


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 


 


 


	 	 	 
	 	 	NOTARY PUBLIC in and for the

State of _______________
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 


 


 



    Exhibit D-1-5


     


     


EXHIBIT D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2019-C54

          [OR OTHER CERTIFICATE REGISTRAR]


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”)


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2019 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant


 



    Exhibit D-2-1


     


     


evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an investigation.


 


 


	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	(Transferor)
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 



    Exhibit D-2-2


     


     


EXHIBIT D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

Wells Fargo Commercial Mortgage Trust 2019-C54

          [OR OTHER CERTIFICATE REGISTRAR]


 


Argentic Real Estate Finance LLC,

        as Retaining Sponsor

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Michael Schulte


 


Troy B. Stoddard, Esq.

Wells Fargo Legal Department, D1086-341

550 South Tryon Street, 34th Floor

Charlotte, North Carolina 28202


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2019, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer


 


 



    Exhibit D-3-1


     


     


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


 


1.              
The Purchaser is acquiring $[_____] Certificate Balance of the [Class [E-RR][F-RR][G-RR][H-RR] Certificates] from [_____]
(the “Transferor”).


 


2.              
The Purchaser is aware that the Certificate Registrar will not register any transfer of a [Class [E-RR][F-RR][G-RR][H-RR]
Certificate] by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among
other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


3.              
If the Purchaser is (i) a Plan (or is acting on behalf of or using the assets of a Plan) subject to ERISA or Section 4975
of the Code relying on PTE 96-22 or (ii) an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the [Class [E-RR][F-RR][G-RR][H-RR] Certificates], as applicable, (a) all of the conditions of PTE 96-22 or of Parts I
and III of PTCE 95-60, as applicable, will be satisfied with respect to the acquisition of the [Class [E-RR][F-RR][G-RR][H-RR]
Certificates] and (b) the acquisition of the [Class [E-RR][F-RR][G-RR][H-RR] Certificates] will be effected through Wells
Fargo Securities, LLC, Barclays Capital Inc., Academy Securities, Inc. or Drexel Hamilton, LLC, or an affiliate
thereof.


 


	 	4.	Check one of the following:


 


	 	 ☐	The transfer will occur during the Transfer Restriction Period, and the Purchaser certifies, represents and warrants to you, as Certificate Registrar, that:


 


	 	A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned Affiliate”).


 


	 	B.	It is not acquiring the [Class [E-RR][F-RR][G-RR][H-RR] Certificates] as a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the [Class [E-RR][F-RR][G-RR][H-RR] Certificates], it will remain a Majority-Owned Affiliate.


 


	 	C.	The transfer will comply with all applicable provisions of Regulation RR.


 


	 	☐	The transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants to you, as Certificate Registrar, that:


 


	 	A.	The transfer will comply with all applicable provisions of Regulation RR.


 


	 	☐	The transfer will occur after the termination of the Transfer Restriction Period and the countersignature of the Retaining Sponsor is not required.


 


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


 



    Exhibit D-3-2


     


     


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


	 	 	 
	 	ARGENTIC REAL ESTATE FINANCE LLC,

as Retaining Sponsor
	 	 
	 	By: Argentic Investment Management LLC,

Its Investment Manager
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    Exhibit D-3-3


     


     


EXHIBIT D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

Wells Fargo Commercial Mortgage Trust 2019-C54


[OR OTHER CERTIFICATE REGISTRAR]


 


Argentic Real Estate Finance LLC,

as Retaining Sponsor 


31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Michael Schulte


 


Troy B. Stoddard, Esq.

Wells Fargo Legal Department, D1086-341

550 South Tryon Street, 34th Floor

Charlotte, North Carolina 28202


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”)


 


Ladies and Gentlemen:


 


This is delivered to you
in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of a [Class [E-RR][F-RR][G-RR][H-RR] Certificate] evidencing $[____] Certificate Balance in such Class. The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


1.              
The transfer is in compliance with the Pooling and Servicing Agreement.


 


2.              
If the Purchaser is (i) a Plan (or is acting on behalf of or using the assets of a Plan) subject to ERISA or Section 4975
of the Code relying on PTE 96-22 or (ii) an insurance


 



    Exhibit D-4-1


     


     


company general account relying on PTCE 95-60
to cover its acquisition of the [Class [F-RR][G-RR][H-RR] Certificate], (a) all of the conditions of PTE 96-22 or of Parts I and
III of PTCE 95-60, as applicable, will be satisfied with respect to the acquisition of the [Class [F-RR][G-RR][H-RR] Certificate]
and (b) the acquisition of the [Class [F-RR][G-RR][H-RR] Certificate] will be effected through Wells Fargo Securities, LLC, Barclays
Capital Inc., Academy Securities, Inc. or Drexel Hamilton, LLC, or an affiliate thereof


 


3.              
Check one of the following:


 


	 	☐	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies, represents and warrants to you that the Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor.


 


	 	☐	The transfer will occur after the termination of the Transfer Restriction Period and the countersignature of the Retaining Sponsor is not required.


 


	 	☐	The transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants to you that the Transferor has satisfied all of the conditions under the Credit Risk Retention Agreement, between Argentic Real Estate Finance LLC, Argentic Securities Holdings Cayman Limited, Rialto Mortgage Finance, LLC, BSPRT CMBS Finance, LLC, Wells Fargo Commercial Mortgage Securities, Inc., UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, and Wells Fargo Bank, National Association, applicable to transfers by the Transferor to subsequent Third Party Purchasers.


 


4.              
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the
Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation contained
therein is false.


 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


	 	 	 
	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    Exhibit D-4-2


     


     


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written: 


 


	 	 	 
	 	ARGENTIC REAL ESTATE FINANCE LLC,

as Retaining Sponsor
	 	 
	 	By: Argentic Investment Management LLC,

Its Investment Manager
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    Exhibit D-4-3


     


     


EXHIBIT E



FORM OF REQUEST FOR RELEASE


(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	 
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

Loan No.:	 
	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association

1055 10th Ave SE
	 	Address:	
        Minneapolis, Minnesota 55414

        Attention: Document Custody Group

         

        Wells Fargo Commercial Mortgage Trust 2019-C54

         

	 	Custodian/Trustee

Mortgage File No.:	 
	 	 	 
	Depositor
	 
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	 	 
	 	Address:	c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra
	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2019-C54,

Commercial Mortgage Pass-Through Certificates,

Series 2019-C54


 


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Wells Fargo
Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, the documents referred
to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Pooling and Servicing Agreement dated as of December 1, 2019, between Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as
Special Servicer, Wells Fargo Bank, National Association, as


 



    Exhibit E-1


     


     


Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer
(the “Pooling and Servicing Agreement”). 


 


 


	 	( )	 
	 	 	 
	 	( )	 
	 	 	 
	 	( )	 
	 	 	 
	 	( )	 


 


 


The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)           
The [Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the
Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)           
The [Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by,
any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special
Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as
otherwise provided in the Pooling and Servicing Agreement.


 


(3)           
The [Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists,
unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been
remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)           
The Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master
Servicer] [Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special
Servicer] shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 


	 	 	 
	 	[____________]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	Date: 	 	 	 	 


 


 



    Exhibit E-2


     


     


EXHIBIT F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2019-C54

        [OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


	 	Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional Amount] in the Wells Fargo Commercial Mortgage Trust
2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [F-RR][G-RR][H-RR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.              
The Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA), or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person


 



    Exhibit F-1-1


     


     


acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a
Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of
ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby
the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of
ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase,
holding and disposition by such Plan would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.              
The Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser
is required to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory
to the Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate
by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning
of ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers,
the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in
the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer,
any sub-servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 


 


	 	 	 
	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: 	 	 	 	 


 


 


 



    Exhibit F-1-2


     


     


EXHIBIT F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS V AND CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2019-C54

          [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through
Certificates, Series 2019-C54, [Class V][Class R] Certificates (the “[Class V][Class R] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class R] Certificate, the Purchaser
is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) a person acting on behalf of
any such Plan or using the


 



    Exhibit F-2-1


     


     


assets of a Plan (including any entity whose
underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such [Class V][Class R]
Certificate.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.


 


	 	 	 
	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: 	 	 	 	 


 



    Exhibit F-2-2


     


     


EXHIBIT G



FORM OF DISTRIBUTION DATE STATEMENT


 



    Exhibit G-1


     


     



 


	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		











	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating Advisor
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Commercial Mortgage Securities,	 	 	 	Wells Fargo Bank, National Association	 	 	 	LNR Partners, LLC

	 	 	 	Park Bridge Lender Services LLC	 	 	 
	 	 	 	 Inc.	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	 	 	 	 	600 Third Avenue,	 	 	 
	 	 	 	375 Park Avenue	 	 	 	401 S. Tryon Street, 8th Floor



	 	 	 	1601 Washington Avenue	 	 	 	40th Floor	 	 	 
	 	 	 	2nd Floor,	 	 	 	Charlotte, NC 28202	 	 	 	Suite 700	 	 	 	New York, NY 10016	 	 	 
	 	 	 	New York, NY 10152	 	 	 	 	 	 	 	Miami Beach, FL 33139	 	 	 	 	 	 	 
	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Anthony.Sfarra@wellsfargo.com	 	 	 	Contact:	 	 	 	Contact:       www.lnrpartners.com	 	 	 	Contact:              David Rodgers	 	 	 
	 	 	 	Phone:    (212) 214-5613	 	 	 	 REAM_InvestorRelations@wellsfargo.com	 	 	 	Phone Number:   (305) 695-5600	 	 	 	Phone Number:   (212) 230-9025	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








  




    Page 1 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		
















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized Loss/
 Additional Trust
 Fund Expenses	Total
 Distribution	Ending
 Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through
 Rate	Original
 Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total
 Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	 

                                                                    (1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum
of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the
result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		











	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23


     


    

 











	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled Principal	Principal Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Interest 

    Shortfall/(Excess)
	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1)  The Available Distribution Amount includes any Prepayment Fees.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 23


     


    






 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions due to Nonrecoverability Determinations 	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual
    Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Asset Representations Reviewer Fee - Park Bridge Lender	0.00	 	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	 Services LLC	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	 	 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 		 		 
	 	Total Interest
    Collected	 	0.00	 	Additional Trust
    Fund Expenses:	 	 	 
	 	 	 	 	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	Principal:	 	 	 	ASER Amount	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Special Servicing
    Fee	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses		 0.00	 
	 	Principal Adjustments	0.00	 	 		 		 
	 	Total Principal
    Collected		0.00 	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Other Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	Total Funds Collected	 	0.00	 		 		 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
        Current Mortgage Loan and Property
Stratification Tables

        Aggregate Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled 

Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	  See
    footnotes on last page of this section.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 23


     


    
 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1)
Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers
on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided
by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the
data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2)
Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the
earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.



	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties
based upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC
Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property”
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The “State” and “Property” stratification
tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan
that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the
balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Page 9 of 23


     


    

 








	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction	10	 -	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Page 10 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by
the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 23


     


    










 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	



Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 23


     


    





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	 	#	 	#	 	#	 	#	 	#	 	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace
    Period	1	- 30-59 Days Delinquent	5 	- 	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	 -	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	 	 	 	 	 	 	 	 	6	-	DPO	 	 	    Foreclosure



	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 23


     


    



 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 23


     


    


 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		









	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 23


     


    

 





	 	 	 	 
		WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2019-C54


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/20
	Corporate Trust Services	Record Date:	12/31/19
	8480 Stagecoach Circle	Determination
    Date:	1/13/20
	Frederick, MD 21701-4747		








	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 23 of 23


     


    


 






EXHIBIT H


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2019-C54, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage and
security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 


	 	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 



    Exhibit H-1


     


     


EXHIBIT I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


 

 


*        Select
appropriate depository.


 



    Exhibit I-1


     


     


(1)           
the offer of the Certificates was not made to a person in the United States;


 


[(2)         
at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)           
no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)           
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	Dated: 	 	 	 	 


 


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


 


 

 


**        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



    Exhibit I-2


     


     


EXHIBIT J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY

CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER

RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)           
the offer of the Certificates was not made to a person in the United States,


 


 



    Exhibit J-1


     


     


[(2)         
at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)         
the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)           
no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)           
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


 


 

cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


 


 

 


*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit J-2


     


     


EXHIBIT K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in
the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of Rule 144A and


 


 

*        Select
appropriate depository.


 



    Exhibit K-1


     


     


in accordance with any applicable securities
laws of any state of the United States or other applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.  


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


 




cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



    Exhibit K-2


     


     


EXHIBIT L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE

AFTER RESTRICTED PERIOD


 


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified
above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified
above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S
under the Securities Act of 1933, as amended.


 


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 


 


 

*     
Select, as applicable.


 



    Exhibit L-1


     


     


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	 	 	 	 
	 	Dated:	 	 
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


 


   



    Exhibit L-2


     


     


EXHIBIT M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO

TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)           
the offer of the Certificates was not made to a person in the United States;


 


 


 

 


*        Select
appropriate depository.


 



    Exhibit M-1


     


     


[(2)         
at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)           
no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)           
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers. 


 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


 

cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


 


 

 


**        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit M-2


     


     


EXHIBIT N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO

REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)           
the offer of the Certificates was not made to a person in the United States,


 



    Exhibit N-1


     


     


 


[(2)         
at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)           
no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)           
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


 


 


cc: Wells
Fargo Commercial Mortgage Securities, Inc.


 


 

*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit N-2


     


     


EXHIBIT O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest
for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.


 


 



    Exhibit O-1


     


     


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



    Exhibit O-2


     


     


EXHIBIT P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or


a Controlling
Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class Certificates


 


In accordance with the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.              
The undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced
Class [__] Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.              
The undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.              
In the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate,
the undersigned has received a copy of the Prospectus.


 


4.              
The undersigned is not a Borrower Party.


 


5.              
The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 



    Exhibit P-1A-1


     


     


assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the
undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information
in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.


 


6.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.              
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify
whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses
the Certificate Administrator’s Website.


 


8.              
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 	 
	 	By:	 	 
	 	 	Title:

Company:

Phone:	 


  



    Exhibit P-1A-2


     


     


EXHIBIT P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE

DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS


CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C54 Asset Manager 

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: WFCM 2019-C54 Surveillance Manager

         

        With a copy sent contemporaneously via email to

        cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

Series 2019-C54
	 	 
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: WFCM 2019-C54 

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         



	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class Certificates


 


In accordance with the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


 



    Exhibit P-1B-1


     


     


1.              
The undersigned is either the Directing Certificateholder, the Holder of a majority of the Controlling Class or a Controlling
Class Certificateholder.


 


2.              
The undersigned has received a copy of the Prospectus.


 


3.              
The undersigned is not a Borrower Party.


 


4.              
The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


5.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.              
At any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.              
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.              
[For use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed
copy of this certification in [paper][electronic


 



    Exhibit P-1B-2


     


     


click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


9.              
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 	 
	 	By:	 	 
	 	 	Title:

Company:

Phone:	 


 



    Exhibit P-1B-3


     


     


EXHIBIT P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS

OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A

CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2019-C54 Asset Manager


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class Certificates


 


In accordance with the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.              
The undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced
Class [__] Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.              
The undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.              
In the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate,
the undersigned has received a copy of the Prospectus.


 


 



    Exhibit P-1C-1


     


     


4.              
The undersigned is a Borrower Party.


 


5.              
The undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement.
In consideration of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned
will keep the Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Distribution Date Statement will not, without
the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement
confidential shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect
to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class
of Certificates referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner which
could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


 


6.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.              
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date
Statement on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor,
determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the
undersigned accesses the Certificate Administrator’s Website.


 


8.              
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 
	 	By:	 
	 	 	Title:

Company:

Phone:


 


 



    Exhibit P-1C-2


     


     


EXHIBIT P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A

CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C54 Asset Manager 

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: WFCM 2019-C54 Surveillance Manager

         

        With a copy sent contemporaneously via

        email to

        cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

Series 2019-C54
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: WFCM 2019-C54 

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: hbennett@lnrpartners.com,

        jwarshaw@lnrproperty.com and

        lnr.cmbs.notices@lnrproperty.com

         



	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class Certificates


 


In accordance with the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


 



    Exhibit P-1D-1


     


     


1.              
The undersigned is the Directing Certificateholder, the Holder of the majority of the Controlling Class or a Controlling
Class Certificateholder.


 


2.              
The undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not
a Borrower Party with respect to any other Mortgage Loan.


 


3.              
The undersigned has received a copy of the Prospectus.


 


4.              
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.              
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


6.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the


 



    Exhibit P-1D-2


     


     


Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.              
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded
Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management
of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.              
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


9.              
The undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has
been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider
listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.           
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified. 


 


	 	 	 	 
	 	By:	 	 
	 	 	Title:

Company:

Phone:	 


  



    Exhibit P-1D-3


     


     


EXHIBIT P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C54 Asset Manager 

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: WFCM 2019-C54 Surveillance Manager

         

        With a copy sent contemporaneously via

        email to

        cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

Series 2019-C54
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: WFCM 2019-C54 

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: hbennett@lnrpartners.com,

        jwarshaw@lnrproperty.com and

        lnr.cmbs.notices@lnrproperty.com

         



	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Class Certificates


 


THIS NOTICE IDENTIFIES AN
“[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C54, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 



    Exhibit P-1E-1


     


     


 


1.              
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.              
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the
avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.              
As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with
respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not
a Borrower Party with respect to any other Mortgage Loan.


 


4.              
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the


 



    Exhibit P-1E-2


     


     


undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.              
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


6.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.              
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded
Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management
of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.              
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


9.              
The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight
courier or (b) mailed by registered mail, postage prepaid.


 


 



    Exhibit P-1E-3


     


     


10.           
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination
of the related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with
Section 3.13(b) of the Pooling and Servicing Agreement.


 


11.           
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



    Exhibit P-1E-4


     


     


EXHIBIT P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2019-C54

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: Wells Fargo Commercial Mortgage Trust Series 2019-C54


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.              
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.              
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 



    Exhibit P-1F-1


     


    3.           
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the Wells Fargo Commercial Mortgage Trust 2019-C54 securitization should be revoked
as to such users:


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.              
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted
an investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified. 


 


	 	 	 
	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 	 	 


 


 



    Exhibit P-1F-2


     


     


 


 


 


	Dated: 	 	 	 	 




cc: Wells Fargo Commercial Mortgage Securities, Inc.

The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


  



    Exhibit P-1F-3


     


     


EXHIBIT P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C54 Asset Manager 

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: WFCM 2019-C54 Surveillance Manager 

        With a copy sent contemporaneously via

        email to

        cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

Series 2019-C54
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: WFCM 2019-C54 

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners, LLC

         

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: hbennett@lnrpartners.com,

        jwarshaw@lnrproperty.com and

        lnr.cmbs.notices@lnrproperty.com

        

         



	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


In accordance with Section 3.23
of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.              
The undersigned has been appointed to act as the Directing Certificateholder.


 


2.              
The undersigned is not a Borrower Party.


 


 



    Exhibit P-1G-1


     


     


3.              
If the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and
shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.              
[[For Directing Certificateholders other than the initial Directing Certificateholder] The undersigned hereby certifies
that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling
and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail,
postage prepaid.]


 


5.              
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


 


 


	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


 

cc: Wells Fargo Commercial Mortgage Securities, Inc.


 



    Exhibit P-1G-2


     


     


EXHIBIT P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2019-C54


 


	 	Attention:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.              
The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.              
The undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor
with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior
to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.


 


The undersigned shall be
deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


 



    Exhibit P-2-1


     


     


Capitalized terms used but
not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified. 


	 	 	 	 
	 	By:	 	 
	 	 	Title:

Company:

Phone:	 


 


 



    Exhibit P-2-2


     


     


ANNEX A


 


CONFIDENTIALITY
AGREEMENT


 


This Confidentiality Agreement
(the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its
affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain
financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust
2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee and the assets underlying or referenced by the Certificates,
including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with
respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website
of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the
[section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date
(as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided by
the specific Furnishing Entity.


 


Definition of Confidential
Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include
the following information (irrespective of its source or form of communication, including information obtained by you through access
to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal
documents and other information (such information, the “Evaluation Material”) and (y)  any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status
thereof; provided, however, that the term Confidential Information shall not include information which:


 


was or becomes
generally available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering
document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below)
in violation of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently
developed by the NRSRO without reference to any Confidential Information.


 


 



    Exhibit P-2-3


     


     


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you
are aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing
Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to
you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 


	 	●	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


	 	●	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password protected website; and


 


	 	●	use information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.


 


Disclosures Required by
Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may 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


 



    Exhibit P-2-4


     


     


written notice that the related Furnishing
Entity is seeking a protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential
Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a
protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each
Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment will be
accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity;
provided, however, that in no event shall the NRSRO be required to take a position that such information should be
entitled to receive such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds
in obtaining a protective order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential
Information, at the sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant
Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only
such information as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation to Return Evaluation
Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including
copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing
Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing
Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies
and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation
Material that may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any
Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will
remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly to advise
each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential
Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop
or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and agree
that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of
the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent
breaches of this Confidentiality Agreement 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


 



    Exhibit P-2-5


     


     


that no failure to or delay in exercising any
right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement.
This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment
of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Lee Green

E-mail: wfs.cmbs@wellsfargo.com


 



    Exhibit P-2-6


     


     


EXHIBIT P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2019-C54


 


Attention: Wells Fargo Commercial
Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


This Certification has been prepared for
provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.              
The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit
Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data LLC, RealInsight or Thomson
Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.


 


2.              
The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation
above remains true and correct.


 


3.              
The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own
use only, and agrees that it will not disseminate or otherwise make such information available to any other person without the
written consent of the Depositor.


 


4.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


 



    Exhibit P-3-1


     


     


5.              
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 	 
	 	By:	 	 
	 	 	Title:

Company:

Phone:	 


 



    Exhibit P-3-2


     


     


EXHIBIT Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to
the final proviso of the definition of “Mortgage File”, all documents specified in clauses (i) through (v),
(viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required
officer’s certificate), if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian
on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based
on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


 


	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Custodian	 
	 	 	 	 
	 	By:	 	 
	 	 	
         

        Name:

        Title:

        
	 


 


 



    Exhibit Q-1


     


    SCHEDULE A


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

CRRCompliance@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2019-C54 Asset Manager

commercial.servicing@wellsfargo.com


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and

lnr.cmbs.notices@lnrproperty.com


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2019-C54

CMBSTrustee@wilmingtontrust.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2019-C54

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor


New York, New York 10016


Attention: WFCM 2019-C54 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


 



    Exhibit Q-2


     


     


[Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2019-C54,

Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


with a copy to:



Troy B. Stoddard, Esq.

Wells Fargo Legal Department, D1086-341

550 South Tryon Street, 34th Floor

Charlotte, North Carolina 28202

Email:troy.stoddard@wellsfargo.com


 


and a copy to:



Jacqueline Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago, IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com]


 


[Argentic Real Estate Finance LLC

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Michael Schulte 


Facsimile No.: (646) 560 1745]


 


 



    Exhibit Q-3


     


     


[Rialto Mortgage Finance, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director]


 


[UBS AG, by and through its branch office at 1285 Avenue of the

Americas, New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


 


with a copy to:


 


UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung and Office of General Counsel


 


and a copy to:


 


UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel]


 


[BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman and Tiffany Putman


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Jeffrey Rotblat


 


and


 


Benefit Street Partners Realty Trust, Inc.

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman and Tiffany Putman]


 



    Exhibit Q-4


     


     


EXHIBIT R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2019-C54 Asset Manager

Telecopy Number: (704) 715-0036


 


 

SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS,
that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws of the United
States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”),
pursuant to that Pooling and Servicing Agreement dated as of December 1, 2019 (the “Agreement”), between Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “ Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
the Trustee, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, hereby
constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers and authorized employees, the
Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit,
in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties
(“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge
in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated
transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided,
however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.              
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


 



    Exhibit R-1-1


     


     


2.              
The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the
provisions of the Agreement.


 


3.              
The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.              
The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as
real estate owned, or conveyance of title to real estate owned.


 


5.              
The completion of loan assumption agreements.


 


6.              
The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.              
The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the
Mortgage Loan secured and evidenced thereby.


 


8.              
The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.              
The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


	 	a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;


 


	 	b.	the preparation and issuance of statements of breach or non-performance;


 


	 	c.	the preparation and filing of notices of default and/or notices of sale;


 


	 	d.	the cancellation/rescission of notices of default and/or notices of sale;


 


 



    Exhibit R-1-2


     


     


	 	e.	the taking of deed in lieu of foreclosure;


 


	 	f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;


 


	 	g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;


 


	 	h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and


 


	 	i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.


 


10.         
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


	 	a.	listing agreements;


 


	 	b.	purchase and sale agreements;


 


	 	c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;


 


	 	d.	escrow instructions; and


 


	 	e.	any and all documents necessary to effect the transfer of property.


 


	 	11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of personal property.


 


	 	12.	The execution and delivery of the following:


 


	 	a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


	 	b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and


 


 



    Exhibit R-1-3


     


     


	 	c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.


 


The undersigned gives said
Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to be
construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not
intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that
the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has the power
to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney,
for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact
as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held
by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner
the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein or in the Agreement. If the Master Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


 



    Exhibit R-1-4


     


     


This limited power of attorney
is not intended to extend or limit the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney
is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without actual
notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited
Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been
made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2019-C54 has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory
this ___________ day of ____________.


 


 


	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee for Wells Fargo Commercial Mortgage Trust 2019-C54 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 


	 	 
	Witness:	 
	 	 
	 	 
	 	 
	Witness:	 
	 	 
	 	 


  



    Exhibit R-1-5


     


     


 


	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 


 


	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 


 



    Exhibit R-1-6


     


     


EXHIBIT R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: David Serna

Email: lnr.cmbs.notices@lnrproperty.com


 


 

SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS,
that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws of the United
States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of December 1, 2019 (the “Agreement”) by and between
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, the Trustee,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, hereby constitutes
and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through (13)
below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed
and delivered by such Attorneys-in-Fact if such documents are required or permitted under the terms of the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.              
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.              
The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either


 



    Exhibit R-2-1


     


     


instance, (i) does not adversely affect
the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


3.              
The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.              
The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.


 


5.              
The completion of loan assumption agreements and transfers of interest in borrower entities.


 


6.              
The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.


 


7.              
The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase
or repurchase of the Mortgage Loan secured and evidenced thereby.


 


8.              
The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.


 


9.              
The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note,
and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


	 	a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;


 


	 	b.	the preparation and issuance of statements of breach or non-performance;


 


	 	c.	the preparation and filing of notices of default and/or notices of sale;


 


	 	d.	the cancellation/rescission of notices of default and/or notices of sale;


 


 



    Exhibit R-2-2


     


     


	 	e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or the related promissory note;


 


	 	f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;


 


	 	g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions;


 


	 	h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and


 


	 	i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.


 


	 	10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:


 


	 	a.	listing agreements;


 


	 	b.	purchase and sale agreements;


 


	 	c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;


 


	 	d.	escrow instructions; and


 


	 	e.	any and all documents necessary to effect the transfer of property.


 


11.         
The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.         
Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in
its capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 


13.         
The execution and delivery of the following:


 


	 	a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the


 


 



    Exhibit R-2-3


     


     


	 	 	Mortgage or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


	 	b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;


 


	 	c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents; and


 


	 	d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities under the Agreement.


 


The undersigned gives said
Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to be
construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not
intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that
the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the
power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of
Attorney, for purposes of performing its obligations and duties by executing such additional


 



    Exhibit R-2-4


     


     


powers of attorney in favor of its attorneys-in-fact
as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held
by the Special Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner
the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney
is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer
to take any action with respect to mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by the Trustee by reason or result of or in connection with the negligent use, or negligent or willful
misuse, of this Limited Power of Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney
is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates
has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a
duly elected and authorized signatory this ____ day of ____________.


 


	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2019-C54
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 


 



    Exhibit R-2-5


     


     


	Witness:	 
	 	 
	 	 


 



    Exhibit R-2-6


     


     


State of Delaware }

County of }


 


On                        
________________________,                         before                        
me, _________________________________Notary             Public,             personally
            appeared ___________________________, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 


 


 

Notary signature


 



    Exhibit R-2-7


     


     


EXHIBIT S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	Global Payments, Inc.	
        Note A-2

         

        BSPRT CMBS Finance, LLC 

        1345 Avenue of the Americas, Suite 32A 

        New York, New York 10105 

        Attention: Micah Goodman

         

	NMR Pharmacy Portfolio	
        Note A-2

         

        BSPRT CMBS Finance, LLC 

        1345 Avenue of the Americas, Suite 32A 

        New York, New York 10105 

        Attention: Micah Goodman

         



 


 



    Exhibit S-1


     


     


EXHIBIT T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR THE TOWER AT BURBANK MORTGAGE LOAN:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK20 Asset Manager

Email: commercial.servicing@wellsfargo.com



with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565



with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com]


 


 



    Exhibit T-1


     


    

[FOR THE PLANET SELF STORAGE PORTFOLIO MORTGAGE LOAN:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2019-C53 Asset Manager

Email: commercial.servicing@wellsfargo.com



with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565



with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338


 


 



    Exhibit T-2


     


    

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com]


 


[FOR THE PHOENIX INDUSTRIAL PORTFOLIO II MORTGAGE LOAN:


 


Wells Fargo Bank, National Association,

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2019-C17 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

E-mail: adam.singer@rialtocapital.com]


 


[FOR THE WASHINGTON AVENUE PORTFOLIO MORTGAGE LOAN:


 


 



    Exhibit T-3


     


     


Midland Loan Services, a Division of PNC Bank,
National Association

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com



with a copy to:



Stinson LLP 


1201 Walnut Street 


Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennet and Job Warshaw

Facsimile number (305) 695-5601

E-mail: LNR.CMBS.Notices@lnrproperty.com, hbennet@lnrproperty.com and

jwarshaw@lnrproperty.com]


 


[FOR THE CIRE EQUITY RETAIL & INDUSTRIAL PORTFOLIO MORTGAGE
LOAN:




 


Midland Loan Services, a Division of PNC Bank, National Association,

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


 


with a copy to:


 


Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 


Midland Loan Services, a Division of PNC Bank, National Association,

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210


 


 



    Exhibit T-4


     


    

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


 


with a copy to:


 


Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338]


 


VIA EMAIL


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


As you know, Wells Fargo
Bank, National Association acts as the master servicer (the “Lead Master Servicer”) for the whole loan secured
by the [mortgaged property][portfolio of properties] identified as [The Tower at Burbank][Planet Self Storage Portfolio][Phoenix
Industrial Portfolio II] [Washington Avenue Portfolio][CIRE Equity Retail & Industrial Portfolio] (the “Subject Whole
Loan”) under the [BANK 2019-BNK20][WFCM 2019-C53][UBS 2019-C17][GSMS 2019-GSA1][BMARK 2019-B12] pooling and servicing
agreement (the “Lead PSA”). This is to inform you that Note[s] [_][_][_] of the Subject Whole Loan (the “Subject
Mortgage Loan”) [has][have] been transferred to Wells Fargo Commercial Mortgage Trust 2019-C54 pursuant to that certain
Pooling and Servicing Agreement, dated December 1, 2019 (the “2019-C54 Pooling Agreement”) between Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “2019-C54 Master Servicer”), LNR Partners, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “2019-C54 Certificate Administrator”), Wilmington
Trust, National Association, as trustee (the “2019-C54 Trustee”), and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, and that the 2019-C54 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2019-C54
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2019-C54 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to
the 2019-C54 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as
such term is defined in the 2019-C54 Pooling Agreement) and the Lead PSA.


 


The Subject Mortgage Loan
is not a Significant Obligor (as such term is defined in the 2019-C54 Pooling Agreement) under the 2019-C54 Pooling Agreement.


 


Thank you for your attention
to this matter.


 


 



    Exhibit T-5


     


     


 


	Date: 	 	 	 	 
	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


 



    Exhibit T-6


     


     


EXHIBIT U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


	 	To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



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


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


	 	From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.


 


Date: _________, 20___


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Mortgage Loan (the “Mortgage
Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling
and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:____________________

                      ____________________


 


 



    Exhibit U-1


     


     


Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____   a full defeasance
of the entire principal balance of the Mortgage Loan; or


 


____   a partial
defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________
or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


(i)        The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)       The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard &
Poor’s Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation,
the principal due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)      The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)       The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


 



    Exhibit U-2


     


     


(vi)       The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as
defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release
of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan
has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance
collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other than the
defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering
the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after
the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or
fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in


 



    Exhibit U-3


     


     


the defeasance collateral and that
the documents executed in connection with the defeasance are enforceable in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 



    Exhibit U-4


     


     


IN WITNESS WHEREOF, the Master
Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION as Master Servicer
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  



    Exhibit U-5


     


     


EXHIBIT V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be delivered annually no later
than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the
“Pooling and Servicing Agreement”).

Transaction: Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: LNR Partners, LLC

Directing Certificateholder: Argentic Securities Income USA LLC


 


	 	I.	Population of Mortgage Loans that Were Considered in Compiling this Report


 


	 	1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


	 	(a)	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.


 


	 	(b)	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.


 


	 	2.	Prior to an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if the Special Servicer has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating Advisor.


 


	 	3.	After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:


 


	 	(a)	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:


 


 


 


 

 


1       This
report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating
Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 


 



    Exhibit V-1


     


     


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


	 	(b)	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect to such recommended action:


 


	 	 	 
	 	 	 
	 	 	 


 


	 	II.	Executive Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s reported actions under the Pooling and Servicing Agreement on the loans identified
in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein,
the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating
in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement
during the prior calendar year on an “asset-level basis”. [The Operating Advisor believes, in its sole discretion exercised
in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of the following
material deviations.]


 


	 	●	[LIST OF MATERIAL DEVIATION ITEMS]


 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


	 	●	[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


	 	III.	List of Items that were Considered in Compiling this Report


 


In rendering the assessment set forth in this
report, the Operating Advisor examined and relied upon the accuracy and the completion of the items listed below:


 


	 	1.	Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.


 


 



    Exhibit V-2


     


     


	 	2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


 


	 	3.	The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


 


	 	4.	[LIST OTHER REVIEWED INFORMATION].


 


	 	5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]


 


NOTE: The Operating Advisor’s
review of the above materials should be considered a limited review and not be considered a full or limited audit, legal review
or legal conclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including
amendments and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects
of their net present value calculator, visit any related property, visit the Special Servicer, visit the Directing Certificateholder
or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations
is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions
of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


	 	IV.	Assumptions, Qualifications Related to the Work Product Undertaken and Opinions Related to this Report


 


	 	1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.


 


	 	2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.


 


 



    Exhibit V-3


     


     


	 	3.	Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.


 


	 	4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct the actions of the Special Servicer.


 


	 	5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


	 	6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.


 


	 	7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s website.


 


	 	8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.


 


Terms used but not defined herein have the
meaning set forth in the Pooling and Servicing Agreement.


 



    Exhibit V-4


     


     


EXHIBIT W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


 


Wilmington Trust, National Association


as Trustee


1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2019-C54


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2019-C54

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54, Recommendation of Replacement of Special Servicer


 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and
Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial
Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”) regarding the replacement of the
Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms
in the Pooling and Servicing Agreement.


 


Based upon our review of
the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing
Agreement, it is our assessment that


 



    Exhibit W-1


     


     


LNR Partners, LLC, in its current
capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with
the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that LNR Partners, LLC be removed as Special Servicer and that [________] be appointed its
successor in such capacity.


 


	 	 	 	 
	 	Very truly yours,	 
	 	 	 
	 	 	 	 
	 	[The Operating Advisor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 


Dated:


 



    Exhibit W-2


     


     


EXHIBIT X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2019-C54 Asset Manager

Telecopy Number: (704) 715-0036]


 


[LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and

lnr.cmbs.notices@lnrproperty.com]


 


	 	Re:	Access to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


Reference is hereby made
to that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National
Association (“Wells Fargo”)/LNR Partners, LLC (“LNR”)] understands that [____]
(the “Company”) is requesting certain confidential or non-public information relating to the Mortgage Loans
to which the Company has continuing rights as a Certificateholder. The Company is requesting or may from time to time request such
information for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the
Trust (the “Permitted Purpose”). The Company agrees that the Permitted Purpose shall not include the use or
disclosure of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing
Agreement or the related mortgage loan documents.


 


 



    Exhibit X-1


     


     


[Wells Fargo/LNR] will provide
the Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information
(a) includes or may be based upon information provided to [Wells Fargo/LNR] by third parties, (b) may not have been verified
by [Wells Fargo/LNR], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/LNR], the [“Master
Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective
Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any
inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells
Fargo/LNR]’s failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding
the foregoing, the following will not constitute “Confidential Information” for purposes of this letter agreement:
(a) information that was already in Company’s possession prior to its receipt from [Wells Fargo/LNR]; (b) information
that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information
to Company by a contractual, legal or fiduciary obligation to [Wells Fargo/LNR]; (c) information that is or becomes publicly
available through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The Company may have access
to the Confidential Information through (at [Wells Fargo/LNR]’s election): (i) responses to reasonable written inquiries
received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/LNR]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Wells Fargo/LNR] may cease or defer providing the
Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo/LNR] determines (in its sole discretion) that such termination is necessary for any reason, including
its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [Wells Fargo/LNR] shall cease to provide the Company with Confidential Information if [Wells
Fargo/LNR] has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan
documents and [Wells Fargo/LNR] determines that the provision, notice or access to such Confidential Information would violate
the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Wells Fargo/LNR]’s remedies hereunder, at law or at equity,
are cumulative and may be combined.


 


The Company agrees that it
will not, and it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any
other person or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who
have a need to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator.
The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure
of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition


 



    Exhibit X-2


     


     


to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


If the provisions of this
Agreement are breached by the Company or its Representatives, Company agrees to indemnify and hold harmless [Wells Fargo/LNR] their
successors and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed, incurred
or suffered by [Wells Fargo/LNR]. Company shall be liable to [Wells Fargo/LNR] for all court costs, reasonable and out of pocket
attorneys’ fees and other expenses incurred by [Wells Fargo/LNR] in enforcing its rights under this Agreement, recovering
damages and/or obtaining other appropriate relief.


 


This letter agreement shall
be governed by and construed in accordance with the laws of the State of New York without the application of conflict of laws
principles. Anything herein to the contrary notwithstanding, [Wells Fargo/LNR] intends at all times to comply with the terms and
provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify
any of [Wells Fargo/LNR]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be
executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original
instrument, and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate
with respect to the information received by the Company one year after the Company receives such information or ceases to be a
Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding
confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the
System before or after signing this letter agreement.


 


Please have an authorized
signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters
set forth herein.


 


 



    Exhibit X-3


     


     


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


 


 


	 	 	 
	 	[LNR Partners, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


 


 


CONFIRMED AND AGREED TO:



[COMPANY NAME]


 


	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 


 



    Exhibit X-4


     


     


EXHIBIT Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc., the depositor
into the above-referenced Trust, certify that:


 


	 	1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial Mortgage Trust 2019-C54 (the “Exchange Act periodic reports”);


 


	 	2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


 


	 	3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;


 


	 	4.	Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and


 


	 	5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) LNR Partners, LLC,
as Special Servicer, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, (B) [list other applicable parties to servicing agreements for Non-Serviced Mortgage
Loans].


 



    Exhibit Y-1


     


     


 


	Date: 	 	 	 	 
	 	 	 	 	 


 


 


 

President and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the

depositor)


 



    Exhibit Y-2


     


     


EXHIBIT Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of December 1, 2019 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


	 	1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;


 


	 	2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report;


 


	 	3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;


 


	 	4.	I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and


 


	5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator and related


 


 



    Exhibit Z-1-1


     


     


	 	attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.


 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Z-1-2


     


     


EXHIBIT Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, on
behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name
of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


	 	1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;


 


	 	2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;


 


	3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the Pooling


 


 



    Exhibit Z-2-1


     


     


	 	and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


 


	 	4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


	 	5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness
of information and reports, I do not certify anything other than that all fields of information called for in written reports prepared
by the Master Servicer have been properly completed and that any fields that have been left blank on their face have been done
so in accordance with the CREFC procedures for such report.]


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


 



    Exhibit Z-2-2


     


     


EXHIBIT Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of LNR Partners, LLC as Special Servicer under that certain Pooling and Servicing Agreement
dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the
“Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


	 	1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports (the “Special Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;


 


	 	2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;


 


	 	3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


 


	4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with


 


 



    Exhibit Z-3-1


     


     


	 	respect to the Trust’s fiscal year _____ have been provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


	 	5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	 	 
	 	Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Z-3-2


     


     


EXHIBIT Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer
(the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    Exhibit Z-4-1


     


     


EXHIBIT Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”) as Operating Advisor
under that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender Services
LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


	 	1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;


 


	 	2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;


 


	 	3.	The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


	4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor and related attestation report on


 


 



    Exhibit Z-5-1


     


     


	 	assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor
	 	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	 	By: 	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:   
	 	 	 	Title:     


 


 



    Exhibit Z-5-2


     


     


EXHIBIT Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


 



    Exhibit Z-6-1


     


     


Date: 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    Exhibit Z-6-2


     


     


EXHIBIT Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset Representations Reviewer”) as
Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor]
and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:


 


	 	1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports; and


 


	 	2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports.


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


 



    Exhibit Z-7-1


     


     


Date:


 


	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor
	 	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	 	By: 	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	By:    	 
	 	 	Name:   
	 	 	Title:     


 



    Exhibit Z-7-2


     


     


EXHIBIT AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA
shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body
of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion
that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and
Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer

Custodian (as applicable)
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate Administrator

Master Servicer

Special Servicer
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee (as applicable)2

Master Servicer

Special Servicer



	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer


 


 


 


 

 


1       Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


 


 



    Exhibit AA-1


     


     


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
        Certificate Administrator

        Master Servicer

        Special Servicer

         

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	
        Certificate Administrator

         

        Master Servicer

        Special Servicer

         

	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor


 


 



    Exhibit AA-2


     


     


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer



	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


 


 


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 



    Exhibit AA-3


     


     


EXHIBIT BB



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement
to disclose to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04
of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, and the
Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party
or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2019-C54 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB.


 


 


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

        ●      Item
        1121(a)(13) of Regulation AB

        ●      Item
        1121(a)(14) of Regulation AB
	
        ●      Certificate
        Administrator

        ●      Depositor

	
        Item 1A: Asset-Level Information

        ●      Item
        1111(h) of Regulation AB

        ●      Item
        1125 of Regulation AB
	 ●      Master Servicer
	
        Item 1B: Asset Representations Reviewer and Investor Communication:

        ●      Item
        1121(d) of Regulation AB

        ●      Item
        1121(e) of Regulation AB
	
        ●      Certificate
        Administrator

        ●      Depositor

        ●      Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)

	Item 2: Legal Proceedings:	 ●      Master Servicer (as to itself)


 


 



    Exhibit BB-1


     


     


	Item on Form 10-D	Party Responsible
	●      Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	
        ●      Special
        Servicer (as to itself)

        ●      Certificate
        Administrator (as to itself)

        ●      Trustee
        (as to itself)

        ●      Depositor
        (as to itself)

        ●      Operating
        Advisor (as to itself)

        ●      Any
        other Reporting Servicer (as to itself)

        ●      Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

        ●      Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ●      Originators
        under Item 1110 of Regulation AB

        ●      Party
        under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds	●      Depositor
	Item 4: Defaults Upon Senior Securities	●      Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders	●      Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

        ●      Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net
	●      Master Servicer


 


 



    Exhibit BB-2


     


     


	Item on Form 10-D	Party Responsible
	
         

        operating income for the most recent fiscal year and interim period
        is required and, if such information for a prior period was required but not previously reported, such information for such prior
        period; and

        (c) the information shall be reportable in the Form 10-D that relates
        to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the
        “Party Responsible” as described in clause (b) above.
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●      Item
        1124 of Regulation AB.
	●      Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

        ●      Item
        1114(b)(2) and Item 1115(b) of Regulation AB
	●      Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●      Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

        ●      Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        ●      Master
        Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution
        Date)

        ●      Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ●      Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)



 


 



    Exhibit BB-3


     


     


	Item on Form 10-D	Party Responsible
	
        Item 10: Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii)
        of Item 601 of Regulation S-K)
	●      Depositor
	
        Item 10: Exhibits (no. 4):

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●      Certificate
        Administrator

        ●      Depositor

        provided that, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in the
        event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
        be the responsible party.

	
        Item 10: Exhibits (no. 10):

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●      Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.
	●      The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.


 


 



    Exhibit BB-4


     


     


	Item on Form 10-D	Party Responsible
	
        Item 10: Exhibits (no. 23):

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
        of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	●      Depositor
	
        Item 10: Exhibits (no. 24)

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K),
        but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party,
        is signed pursuant to a power of attorney.
	●      Certificate Administrator
	
        Item 10: Exhibits (no. 99)

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●      Not Applicable.
	
        Item 10: Exhibits (no. 100)

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	●      Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●      Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.


 


  


 



    Exhibit BB-5


     


     


EXHIBIT CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement
to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item
described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided
in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or
the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2019-C54 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	Item 1B:  Unresolved Staff Comments	●      Depositor
	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”

         
	●      Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.


 


 



    Exhibit CC-1


     


     


	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ●    
        Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been
        set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has
        not previously reported such information as “Additional Form 10-D Information”.

         
	●       The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ●    
        Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus
        and (ii) the applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.

         
	●        Depositor
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ●    
        Item 1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a

         
	●        Master Servicer


 


 



    Exhibit CC-2


     


     


	
         

        significant obligor described under item 1101(k)(2) of Regulation AB,
        only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
        was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ●     
        Items 1114(b)(2) and 1115(b) of Regulation AB

         
	●      Depositor
	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●    
        Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings
        described therein that are material to security holders)

         
	
        ●     
        Master Servicer (as to itself)

         

        ●     
        Special Servicer (as to itself)

         

        ●     
        Certificate Administrator (as to itself)

         

        ●     
        Trustee (as to itself)

         

        ●     
        Depositor (as to itself)

         

        ●     
        Trustee/Certificate Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in
        principal control of the proceedings)

         

        ●     
        Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     
        Originators under Item 1110 of Regulation AB

         

        ●     
        Party under Item 1100(d)(1) of Regulation AB

         

	
        Instruction J(2)(e) (Affiliations and Certain Relationships and
        Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that is,
        the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any
        one
	
        ●     
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator,
        Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     
        Special Servicer

         

        ●     
        Certificate Administrator



 


 



    Exhibit CC-3


     


     


	
         

        or more of the following, on the other: (1) the Depositor,
        (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party
        Responsible”; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K
        if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●       
        1119(b) of Regulation AB,

         

        but only the existence and (if existent) the general character of
        any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2019-C54 transaction) between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
        Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction
        or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
        if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K
        Disclosure”.

         

        and

         

        ●       
        1119(c) of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-C54 transaction
        or the Mortgage Loans between itself (that is, the particular
	
         

        ●     
        Trustee

         

        ●     
        Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the
        assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●     
        Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or
        more of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in
        which the Form 10-K is due.

         

        ●     
        Each party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and
        Servicing Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         



 


 



    Exhibit CC-4


     


     


	
        “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it
        was previously reported as “Additional Form 10-K Disclosure”.

         
	●      Each party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.
	
        Instruction J(2)(e) (Affiliations and Certain Relationships and
        Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●       
        1119(b) of Regulation AB,

         

        but only the existence and (if existent) the general character of
        any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2019-C54 transaction) between itself (that is, the particular “Party Responsible”), on the one
        hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
        provided,
	
        ●     
        Depositor

         

        ●     
        Each Mortgage Loan Seller

         



 


 



    Exhibit CC-5


     


     


	
        however, that a relationship, agreement, arrangement, transaction
        or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
        if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K
        Disclosure”.

         

        and

         

        ●       
        1119(c) of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-C54 transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
        other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it
        was previously reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or
        succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●        Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii)
        of Item 601 of Regulation S-K)

         
	●        Depositor


 


 



    Exhibit CC-6


     


     


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     
        Trustee

         

        ●     
        Certificate Administrator

         

        ●     
        Depositor

         

        provided that, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case,
        that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the
        Depositor shall be the responsible party.

         

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●      Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit No. 11
        of Item 601 of Regulation S-K)

         
	●      Not Applicable.
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

         
	●      Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10 Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	●        Not Applicable


 


 



    Exhibit CC-7


     


     


	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K).

         
	●        Not Applicable
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

         
	●        Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of Item 601
        of Regulation S-K)

         
	●        Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601
        of Regulation S-K)

         
	●        Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●        Not Applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2
        Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
        of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
        that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of
        a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.

         
	●        Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
        of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this
        Pooling and Servicing Agreement.

         
	
        ●       
        Master Servicer

         

        ●       
        Special Servicer

         

        ●       
        Depositor

         

        ●       
        Any other Servicing Function Participant

         

        provided, however, in each case, that such party
        shall have the duty to report or deliver, or cause the reporting or delivery, of such

         



 


 



    Exhibit CC-8


     


     


	 	consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K),
        but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of
        a party, is signed pursuant to a power of attorney.

         
	●      Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i)
        of Item 601 of Regulation S-K).

         
	●      Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

         
	●      Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601
        of Regulation S-K).

         
	●      Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for asset-backed
        securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	●      Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing criteria
        for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	●      Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601
        of Regulation S-K).

         
	●      Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.


 


 



    Exhibit CC-9


     


     


	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities (Exhibit
        No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●      Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).

         
	●      Not Applicable.
	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●      Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	
        Item 15: Exhibit (no. 101)

         

        Interactive Data File (Exhibit No. 101 of Item 601 of
        Regulation S-K).

         
	Not Applicable
	
        Item 15: Exhibit (no. 102)

         

        Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).

         
	
        ●     
        Certificate Administrator

         

        ●     
        Depositor

         

	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No. 103 of Item 601 of
        Regulation S-K).

         
	
        ●     
        Certificate Administrator

         

        ●     
        Depositor

         



 


 



    Exhibit CC-10


     


     


EXHIBIT DD



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement
to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K
Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to conclusively assume that there is no “significant obligor” other than a party or property identified as such in
the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer, or the Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2019-C54 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible
	Item 1.01:  Entry into a Material Definitive Agreement	
        ●    
        Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires
        filing of material contracts to which the registrant or a subsidiary thereof is a party).

         

        ●    
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3
        to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that
        is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case
        to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or

         



 


 



     Exhibit DD-1


     


     


	 	definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the "Party Responsible" in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy or Receivership	●     Depositor
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●    
        Depositor

         

        ●    
        Certificate Administrator

         



 



     Exhibit DD-2


     


     


	Item 3.03:  Material Modification to Rights of Security Holders	   ●      Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	   ●      Depositor
	Item  6.01:  ABS Informational and Computational Material	   ●      Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●       
        Trustee

         

        ●       
        Depositor

         

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●       
        Certificate Administrator

         

        ●       
        Master Servicer or Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●       
        Master Servicer (as to a party appointed by the Master Servicer)

         

        ●       
        Special Servicer

         

        ●       
        Certificate Administrator

         

        ●       
        Depositor

         

	Item 6.03:  Change in Credit Enhancement or External Support	
        ●       
        Depositor

         

        ●       
        Certificate Administrator

         

	Item 6.04:  Failure to Make a Required Distribution	   ●        Certificate Administrator
	Item 6.05:  Securities Act Updating Disclosure	   ●        Depositor
	Item 7.01:  Regulation FD Disclosure	   ●        Depositor
	Item 8.01:  Other Events	   ●        Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

         
	   ●        Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or
        succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	   ●        Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii)
        of Item 601 of Regulation S-K)

         
	   ●        Depositor


 


 



     Exhibit DD-3


     


     


	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●       
        Certificate Administrator

         

        provided that, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

         
	●        Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	●        Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of Item 601
        of Regulation S-K)

         
	●        Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item 601
        of Regulation S-K)

         
	●        Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No. 20
        of Item 601 of Regulation S-K)

         
	●        Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
        of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is
        incorporated by reference in the Depositor’s registration statement.

         
	●        Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K),
        but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party,
        is signed pursuant to a power of attorney.

         
	●        Certificate Administrator
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●        Not Applicable.


 


 



     Exhibit DD-4


     


     


	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●        Not Applicable.


 


 



     Exhibit DD-5


     


     


EXHIBIT EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2019-C54—SEC
REPORT PROCESSING


 


	 	Re:	**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 



    Exhibit EE-1


     


     


Any inquiries related to
this notification should be directed to [                    ],
phone number: [          ]; email address: [                    ]. 


 


	 	 	 	 
	 	[NAME OF PARTY],

as [role]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 


 


cc: Depositor


 



    Exhibit EE-2


     


     


EXHIBIT FF



INITIAL SUB-SERVICERS


 


	 	1.	Bellwether Enterprise Real Estate Capital, LLC


 


	 	2.	Berkadia Commercial Mortgage LLC


 



    Exhibit FF-1


     


     


EXHIBIT GG



SERVICING FUNCTION PARTICIPANTS


 


None.


 



    Exhibit GG-1


     


     


EXHIBIT HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Wells Fargo Commercial Mortgage Trust 2019-C54,
Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners, 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:


 


	 	1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and


 


	 	2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].


 


 


	Date: 	 	 	 	 


 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as master servicer]

[LNR Partners, LLC,

as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as trustee]


 


	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 


 



    Exhibit HH-1


     


     


EXHIBIT II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to
it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31,
20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a master
servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________3]
(the “Platform”);


 


The Reporting Servicer has
engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph
4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess
the compliance with the applicable servicing criteria;


 


The criteria listed in the
column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer
based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has
complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting
Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has
not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described
on Schedule B hereto];


 


The Reporting Servicer has
not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[,
except as described on Schedule B hereto]; and


 


 


 

 


3
          Describe any permissible exclusions, including those permitted
under telephone interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving
an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 



    Exhibit II-1


     


     


[____], a registered public
accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable
servicing criteria for the Reporting Period.


 


[Date of Certification]


 


	 	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


  



    Exhibit II-2


     


     


EXHIBIT JJ



CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and
sent to:

Commercial Real Estate Finance Council, Inc.

28 West 44th Street, Suite 815

New York, NY 10036

Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 



    Exhibit JJ-1


     


     


EXHIBIT KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


 


VIA E-MAIL:


 


To: Wells Fargo Bank, National Association, as Certificate Administrator;
cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref: WFCM 2019-C54, Additional Debt Notice for Form 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	Portfolio Name 	Mortgage

Loan 	Position in Debt Stack 	Additional 

Debt 	OPB 	OPB Date 	Appraised Value 	Appraised Value Date 	Aggregate LTV 	Aggregate NCF DSCR 	Aggregate NCF DSCR Date 	Primary Servicer 	Master Servicer 	Lead Servicer 	Prospectus ID 
	WFCM 2019-C54	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFCM 2019-C54	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFCM 2019-C54	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 



    Exhibit KK-1


     


     


EXHIBIT LL



[RESERVED]


 



    Exhibit LL-1


     


     


EXHIBIT MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 

          CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2019-C54—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


	 	Re:	**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04
of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection
Account and REO Account balance information:


 


	Account Name 	Beginning Balance as of 

MM/DD/YYYY 	Ending Balance as of 

MM/DD/YYYY 
	Master Servicer’s Collection Account	 	 
	REO Account	 	 


 


 



    Exhibit MM-1


     


     


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to
this notification should be directed to [                    ],
phone number: [          ]; email address: [                    ].


 


 


	 	 	 
	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 



    Exhibit MM-2


     


     


EXHIBIT NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

             as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2019-C54

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

            as Master Servicer

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2019-C54 Asset Manager

Telecopy Number: (704) 715-0036


 


LNR Partners, LLC 


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and


lnr.cmbs.notices@lnrproperty.com


 


 



    Exhibit NN-1


     


     


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: WFCM 2019-C54 Surveillance Manager

With a copy sent contemporaneously via email to

cmbs.notices@parkbridgefinancial.com


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2019, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer


 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________
(the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance
in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued pursuant to
the Pooling and Servicing Agreement.


 


	 	1.	Our name and address is as follows:


 


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


Contact Info: [Tel/Email]


 


	 	2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on your website to the following effect:


 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


 



    Exhibit NN-2


     


     


 


	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	(Transferee)
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  



    Exhibit NN-3


     


     


EXHIBIT OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER4


 


To: [Addresses of Recipients]


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


	 	1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.


 


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


  


 


 

 


4This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information. 


 



    Exhibit OO-1


     


     


 


	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

as Asset Representations Reviewer
	 	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	 	By: 	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	By: 	 	 	 
	 	 	Name:   
	 	 	Title:     


 


 


 



    Exhibit OO-2


     


     


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Test failures
	Loan #	Loan 

Name	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	 	 


 


 



    Exhibit OO-3


     


     


EXHIBIT PP



FORM OF ASSET REVIEW REPORT SUMMARY5


 


To: [Addresses of Recipients]


 


	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


	 	1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


 


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


 


 


 

5 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information. 


 


 



     Exhibit PP-1


     


     


 


	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

as Asset Representations Reviewer
	 	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	 	By: 	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 	 
	 	 	   By:	 
	 	 	   Name:   
	 	 	   Title:     


  



     Exhibit PP-2


     


     


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	Test failures
	Loan #	Loan Name	Mortgage 

Loan Seller	Representations 

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity


 



     Exhibit PP-3


     


     


EXHIBIT QQ



ASSET REVIEW PROCEDURES


Subject to the Pooling and Servicing Agreement,
this Exhibit sets forth the Asset Representations Reviewer’s review procedures for each Delinquent Loan based on the information
provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


Step 1
                    Asset Representations
Reviewer (“ARR”) receives the following items before beginning its review:


 


●                
CREFC® Delinquent Loan Status Report


 


●                
Notice of Asset Review Trigger (with attachments)


 


●                
Notice of Asset Review Vote Election


 


●                
Notice of Affirmative Asset Review Vote


 


●                
Asset Review Notice


 


●                
List of all Subject Loans


 


	 	●	Review Materials for each Subject Loan via Secure Data Room access, including the Diligence File


 


●                
Any Unsolicited Information (if applicable)


 


Step 2
                   For each Subject
Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review
Materials for such Subject Loan are missing, using the list of documents provided in


 



    Exhibit QQ-1


     


     


  the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Subject Loan, to guide its review and determination.


 


Step
3                     If
ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents and (i) notifies
the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans) of such missing documents, and requests that the Master Servicer or the Special Servicer, as the case may be, deliver to
the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing documents are not provided by
the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents from the related Mortgage
Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


Step
4                      
For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of such Subject Loan,
ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with
respect to such Subject Loan as follows:


 


	 	▪	ARR reviews each representation and warranty and each item included in the Review Materials applicable or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller.


 


 


	 	▪	For each representation and warranty, ARR lists


 


	 	●	all items from the Review Materials reviewed or used in its testing of such representation and warranty;


 


	 	●	whether ARR has determined that there is any evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller; and


	 	○	if so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion;


	 	○	completing the Asset Review Report by setting forth, for each Subject Loan, the information contemplated herein with respect to each representation and warranty.


 



    Exhibit QQ-2


     


     


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty that
it discovers evidence of during its review as contemplated herein.


 



    Exhibit QQ-3


     


     


EXHIBIT RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2019-C54

Email: trustadministrationgroup@wellsfargo.com


 


	 	Attention:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the
“Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


	 	1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized representative of the Depositor][a designee of the Depositor].


 


	 	2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage Loans to which the Asset Review relates.


 


	 	3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations above remains true and correct.


 


	 	4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]6


 


 


 

 


6
          Required to the extent that a party other than the Asset Representations
Reviewer is identified by the Depositor as needing access to the Secure Data Room.


 


 



    Exhibit RR-1


     


     


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


	Dated: 	 	 	 	 


 


 


	 	 	 
	[Wells Fargo Commercial Mortgage Securities, Inc.,

as Depositor]*	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 


 


 



    Exhibit RR-2


     


     


EXHIBIT SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina  28202

Attention:  WFCM 2019-C54 Asset Manager	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: WFCM 2019-C54 Surveillance Manager 

        With a copy sent contemporaneously via email to

        cmbs.notices@parkbridgefinancial.com

         

	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention:  Heather Bennett and Job Warshaw

        Facsimile number:  (305) 695-5601

        Email:  hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and

        lnr.cmbs.notices@lnrproperty.com
	 


	 	Attention:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


In accordance with Section 12.01(a)
of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


	 	1.	_____ An additional Mortgage Loan has become a Delinquent Loan.


 


	 	2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.


 


	 	3.	_____ An Asset Review Trigger has ceased to exist.


 


(check all that apply)


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


 



    Exhibit SS-1


     


     


 


 


	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54
	 	 	 
	 	By:  	 
	 	 	[Name]
	 	 	[Title]
	 	 	 	 	 


 



    Exhibit SS-2


     


     


EXHIBIT TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT IN RESPECT OF THE RISK RETENTION CERTIFICATES


 


[Date]


 


	Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention:  A.J. Sfarra

CRRCompliance@wellsfargo.com	
        Argentic Securities Holdings Cayman Limited

        31 West 27th Street, 12th Floor

        New York, New York 10001

        Attention: Darren J. Gluck

        Email: dgluck@argenticmgmt.com

         

        Argentic Real Estate Finance LLC

        31 West 27th Street, 12th Floor

        New York, New York 10001

        Attention: Michael Schulte

        Facsimile No.: (646) 560 1745

         

        [OR SUBSEQUENT TRANSFEREE]

         



	 	Re:	Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54


 


In accordance with Section [5.02(e)][5.03(i)]
of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Agreement”), the Certificate Administrator,
as custodian, hereby acknowledges receipt of $[_] of the Class  [E-RR][F-RR][G-RR][H-RR] Certificates in the form of Definitive
Certificates (CUSIP No. [_]) as defined in the Agreement, for the benefit of [Argentic Securities Holdings Cayman Limited][Subsequent
Transferee]. A copy of the Class  [E-RR][F-RR][G-RR][H-RR] is attached as Exhibit A. Payments on the Class  [E-RR][F-RR][G-RR][H-RR]
will be made to the registered holder thereto in accordance with the Agreement.


 


Capitalized terms used but
not defined herein shall the respective meanings set forth in the Agreement. 


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 	 	 


  



    Exhibit TT-1


     


     


SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 


	 1.	The Tower at Burbank
	 	 
	 2.	The District at Tuttle
	 	 
	 3.	Planet Self Storage Portfolio
	 	 
	 4.	Phoenix Industrial Portfolio II
	 	 
	 5.	Global Payments, Inc.
	 	 
	 6.	NMR Pharmacy Portfolio
	 	 
	 7.	Washington Avenue Portfolio
	 	 
	 8.	Number 10 Main Apartments
	 	 
	 9.	CIRE Equity Retail & Industrial Portfolio





 



     Schedule 1-1


     


     


SCHEDULE 2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE








 


	Distribution Date 	 	Class A-SB Planned Principal Balance ($) 
	January 2020	 	21,614,000.00
	February 2020	 	21,614,000.00
	March 2020	 	21,614,000.00
	April 2020	 	21,614,000.00
	May 2020	 	21,614,000.00
	June 2020	 	21,614,000.00
	July 2020	 	21,614,000.00
	August 2020	 	21,614,000.00
	September 2020	 	21,614,000.00
	October 2020	 	21,614,000.00
	November 2020	 	21,614,000.00
	December 2020	 	21,614,000.00
	January 2021	 	21,614,000.00
	February 2021	 	21,614,000.00
	March 2021	 	21,614,000.00
	April 2021	 	21,614,000.00
	May 2021	 	21,614,000.00
	June 2021	 	21,614,000.00
	July 2021	 	21,614,000.00
	August 2021	 	21,614,000.00
	September 2021	 	21,614,000.00
	October 2021	 	21,614,000.00
	November 2021	 	21,614,000.00
	December 2021	 	21,614,000.00
	January 2022	 	21,614,000.00
	February 2022	 	21,614,000.00
	March 2022	 	21,614,000.00
	April 2022	 	21,614,000.00
	May 2022	 	21,614,000.00
	June 2022	 	21,614,000.00
	July 2022	 	21,614,000.00
	August 2022	 	21,614,000.00
	September 2022	 	21,614,000.00
	October 2022	 	21,614,000.00
	November 2022	 	21,614,000.00
	December 2022	 	21,614,000.00
	January 2023	 	21,614,000.00
	February 2023	 	21,614,000.00
	March 2023	 	21,614,000.00
	April 2023	 	21,614,000.00
	May 2023	 	21,614,000.00
	June 2023	 	21,614,000.00
	July 2023	 	21,614,000.00
	August 2023	 	21,614,000.00
	September 2023	 	21,614,000.00
	October 2023	 	21,614,000.00
	November 2023	 	21,614,000.00
	December 2023	 	21,614,000.00
	January 2024	 	21,614,000.00
	February 2024	 	21,614,000.00
	March 2024	 	21,614,000.00
	April 2024	 	21,614,000.00
	May 2024	 	21,614,000.00
	June 2024	 	21,614,000.00
	July 2024	 	21,614,000.00
	August 2024	 	21,614,000.00
	September 2024	 	21,614,000.00
	October 2024	 	21,613,096.98


 







 


	Distribution Date 	 	Class A-SB Planned Principal Balance ($) 
	November 2024	 	21,269,877.50
	December 2024	 	20,901,405.46
	January 2025	 	20,555,661.39
	February 2025	 	20,208,691.25
	March 2025	 	19,788,748.43
	April 2025	 	19,439,055.92
	May 2025	 	19,064,297.28
	June 2025	 	18,712,034.61
	July 2025	 	18,334,779.84
	August 2025	 	17,979,928.91
	September 2025	 	17,623,819.39
	October 2025	 	17,242,828.57
	November 2025	 	16,884,103.72
	December 2025	 	16,500,572.90
	January 2026	 	16,139,214.31
	February 2026	 	15,776,573.88
	March 2026	 	15,342,426.72
	April 2026	 	14,976,957.22
	May 2026	 	14,586,876.02
	June 2026	 	14,218,725.30
	July 2026	 	13,826,040.08
	August 2026	 	13,455,189.25
	September 2026	 	13,083,022.67
	October 2026	 	12,686,437.27
	 November 2026	 	12,311,542.30
	December 2026	 	11,912,307.09
	January 2027	 	11,534,664.53
	February 2027	 	11,155,681.97
	March 2027	 	10,706,721.43
	April 2027	 	10,324,798.51
	May 2027	 	9,918,737.74
	June 2027	 	9,534,017.72
	July 2027	 	9,125,240.41
	August 2027	 	8,737,703.59
	September 2027	 	8,348,791.41
	October 2027	 	7,935,942.69
	November 2027	 	7,544,184.19
	December 2027	 	7,128,571.11
	January 2028	 	6,733,946.24
	February 2028	 	6,337,920.69
	March 2028	 	5,895,837.46
	April 2028	 	5,496,835.47
	May 2028	 	5,074,187.51
	June 2028	 	4,672,268.11
	July 2028	 	4,246,786.77
	August 2028	 	3,841,929.43
	September 2028	 	3,435,634.83
	October 2028	 	3,005,904.29
	November 2028	 	2,596,640.92
	December 2028	 	2,164,027.12
	January 2029	 	1,751,774.06
	February 2029	 	1,338,057.31
	March 2029	 	857,611.86
	April 2029	 	440,718.10
	May 2029	 	693.66
	June 2029 and thereafter	 	0.00


 


 










     Schedule 2-1


     


     


SCHEDULE 3



DESIGNATED ESCROWS AND RESERVES


 


	Mortgage Loan Number	Mortgage Loan Name	Applicable Escrow or Reserve (Initial Amount)
	1	Continental Park - Rosecrans Douglas	TI/LC ($6,500,000)
	4	74 Kent Street & 11-20 46th Road	TCO Reserve ($3,000,000)
	4	74 Kent Street & 11-20 46th Road	Earn-Out Reserve ($2,000,000)
	4	74 Kent Street & 11-20 46th Road	Free Rent Reserve for TheraCare ($1,302,188)
	4	74 Kent Street & 11-20 46th Road	Outstanding TI/LC Funds ($2,290,826)
	14	Somerset Park at Union	Required Upgrade Reserve ($1,500,000)
	18	HIE & Candlewood Suites Portfolio	PIP Reserve ($3,760,000)
	19	The Hamptons Apartments	Renovation Reserve ($2,113,870)
	19	The Hamptons Apartments	Earnout Subaccount ($1,480,000)
	20	Hilton Garden Inn - Ft. Myers	PIP Reserve ($2,406,000)
	21	Washington Avenue Portfolio	Unoccupied Premises Rollover Reserve ($595,458)
	21	Washington Avenue Portfolio	Pub Heights Case Reserve ($250,000)


 



     Schedule 3-1