Exhibit 4.11


 


Execution Copy


 





WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer



and


 




BERKELEY POINT CAPITAL LLC,

Sub-Servicer



SUB-SERVICING AGREEMENT



Dated as of May 1, 2018



 


UBS Commercial Mortgage Trust 2018-C10,

Commercial Mortgage Pass-Through Certificates, Series 2018-C10


 



    


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE I	DEFINITIONS	2
	Section 1.01	 	Defined Terms	2
	ARTICLE II	MASTER SERVICER’S ENGAGEMENT OF SUB-SERVICER TO PERFORM SERVICING RESPONSIBILITIES	3
	Section 2.01	 	Contract for Servicing; Possession of Mortgage Loan Documents	3
	Section 2.02	 	Notice of Defect, Breach or 15Ga-1 Repurchase Request	4
	ARTICLE III 	SERVICING OF THE MORTGAGE LOANS	4
	Section 3.01	 	Sub-Servicer to Service	4
	Section 3.02	 	Merger or Consolidation of the Sub-Servicer	15
	Section 3.03	 	Limitation on Liability of the Sub-Servicer and Others	16
	Section 3.04	 	Sub-Servicer Not to Resign	17
	Section 3.05	 	No Transfer or Assignment of Servicing	17
	Section 3.06	 	Indemnification	17
	ARTICLE IV 	DEFAULT	18
	Section 4.01	 	Sub-Servicer Termination Events	18
	Section 4.02	 	Waiver of Defaults	21
	Section 4.03	 	Other Remedies of Master Servicer	21
	ARTICLE V 	TERMINATION	21
	Section 5.01	 	Termination	21
	Section 5.02	 	Termination With Cause	22
	Section 5.03	 	Reserved	22
	Section 5.04	 	Termination of Duties with Respect to Specially Serviced Loans	22
	ARTICLE VI 	MISCELLANEOUS	22
	Section 6.01	 	Successor to the Sub-Servicer	22
	Section 6.02	 	Financial Statements	22
	Section 6.03	 	Closing	23
	Section 6.04	 	Closing Documents	23
	Section 6.05	 	Notices	23
	Section 6.06	 	Severability Clause	25
	Section 6.07	 	Counterparts	25
	Section 6.08	 	Governing Law	25
	Section 6.09	 	Protection of Confidential Information	25
	Section 6.10	 	Intention of the Parties	25
	Section 6.11	 	Third Party Beneficiary	25
	Section 6.12	 	Successors and Assigns; Assignment of Agreement	26
	Section 6.13	 	Waivers	26
	Section 6.14	 	Exhibits	26
	Section 6.15	 	General Interpretive Principles	26



 



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TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Section 6.16	 	Complete Agreement	26
	Section 6.17	 	Further Agreement	26
	Section 6.18	 	Amendments	27
	Section 6.19	 	Exchange Act Rule 17g-5 Procedures	27
	Section 6.20	 	Notification to Sub-Servicer Concerning REO Property	28


 


	EXHIBIT A	MORTGAGE LOAN SCHEDULE
	EXHIBIT B	SUB-SERVICER’S OFFICER’S CERTIFICATE
	EXHIBIT C	POOLING AND SERVICING AGREEMENT
	EXHIBIT D	RESERVED
	EXHIBIT E	QUARTERLY SERVICING CERTIFICATION
	EXHIBIT F	FORM OF ACCOUNT CERTIFICATION
	EXHIBIT G	FORM OF COLLECTION REPORT
	EXHIBIT H	FORM OF CERTIFICATE OF INSURANCE
	EXHIBIT I	NEW LEASE INFORMATION
	EXHIBIT J	MONTHLY ACCOUNTS CERTIFICATION




 



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This
is a Sub-Servicing Agreement (this “Agreement”), dated as of May 1, 2018, by and between BERKELEY POINT CAPITAL
LLC, a Delaware limited liability company having an office at One Beacon Street, 14th Floor, Boston, MA 02108, and its successors
and assigns (the “Sub-Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o Commercial
Mortgage Servicing, Three Wells Fargo, 401 South Tryon Street, 8th Floor, MAC D1050-084, Charlotte, North Carolina
28202, and its successors and assigns (the “Master Servicer”).


 


W
I T N E S S E T H:


 


WHEREAS,
UBS Commercial Mortgage Securitization Corp. (the “Depositor”), Rialto Capital Advisors, 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”),
Park Bridge Lender Services LLC, as Operating Advisor (the “Operating Advisor”) and as Asset Representations
Reviewer (the “Asset Representations Reviewer”), and the Master Servicer have entered into that certain Pooling
and Servicing Agreement dated as of May 1, 2018 (as amended, modified and restated from time to time, the “Pooling and
Servicing Agreement”), whereby the Master Servicer shall master service certain mortgage loans and companion loans on
behalf of the Trustee; and


 


WHEREAS,
the Master Servicer desires to enter into a contract with the Sub-Servicer whereby the Sub-Servicer shall service the mortgage
loan or mortgage loans, as applicable, listed on Exhibit A (the “Mortgage Loan Schedule”) attached
hereto (herein referred to as the “Mortgage Loans”) on behalf of the Master Servicer.


 


NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Master Servicer and the Sub-Servicer hereby agree as follows:


 


ARTICLE
I



DEFINITIONS


 


Section
1.01     Defined Terms.


 


Unless
otherwise specified in this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in
the Pooling and Servicing Agreement. As used herein, the following terms have the meanings assigned to them in this Section
1.01:


 


“Collection
Report” shall mean the monthly report prepared by the Sub-Servicer setting forth, with respect to each Mortgage Loan
and the most recently ended Collection Period prior to the due date of such report, the information described on Exhibit
G attached hereto.


 


“Mortgage
Loans” shall have the meaning specified in the recitals hereto.


 


“Mortgage
Loan Schedule” shall have the meaning specified in the recitals hereto.


 



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“Sub-Servicer
Collection Account” shall have the meaning specified in Section 3.01(c)(8) of this Agreement.


 


“Sub-Servicer
Parties” shall have the meaning specified in Section 3.03 of this Agreement.


 


“Sub-Servicer
Remittance Amount” shall mean, with respect to any date and with respect to the Mortgage Loans, an amount equal to,
without duplication, (a) the sum of (i) the aggregate of the amounts on deposit attributable to the Mortgage Loans in the Sub-Servicer
Collection Account (as defined herein) as of such date, (ii) the aggregate of all other amounts received with respect to the Mortgage
Loans as of such date to the extent not previously remitted to the Master Servicer and (iii) the aggregate amount of Compensating
Interest Payments deposited by the Sub-Servicer in the Sub-Servicer Collection Account as required by Section 3.17 of the
Pooling and Servicing Agreement as incorporated herein pursuant to Section 3.01(c)(26) of this Agreement, to the extent
not previously remitted to the Master Servicer, net of (b) the portion of the amount described in subclause (a) of this definition
that represents one or more of the following: (i) Escrow Payments (other than the Escrow Payments that are to be used to reimburse
the Master Servicer for Servicing Advances) or (ii) any amounts that the Sub-Servicer is entitled to retain as compensation pursuant
to Section 3.11 of the Pooling and Servicing Agreement as incorporated herein pursuant to Section 3.01(c)(19) of
this Agreement.


 


“Sub-Servicer
Remittance Date” shall mean the first Business Day after each Determination Date.


 


“Sub-Servicer
Reporting Date” shall mean the first Business Day after each Determination Date.


 


“Sub-Servicing
Fee” shall mean, with respect to each Mortgage Loan, the fee payable to the Sub-Servicer pursuant to Section 3.01(c)(19)
of this Agreement.


 


“Sub-Servicing
Fee Rate” shall mean, with respect to each Mortgage Loan, the rate that corresponds to such Mortgage Loan set forth
on Exhibit A hereto under the heading “Sub- Servicing Fee %.”


 


ARTICLE
II



MASTER SERVICER’S ENGAGEMENT OF SUB-SERVICER

TO PERFORM SERVICING RESPONSIBILITIES


 


Section
2.01     Contract for Servicing; Possession of Mortgage Loan Documents.


 


The
Master Servicer, by execution and delivery of this Agreement, does hereby contract with the Sub-Servicer, subject to the terms
of this Agreement, for the servicing of the Mortgage Loans. On and after the Closing Date, the Sub-Servicer shall hold any portion
of the Servicing File or the Mortgage File in the possession of the Sub-Servicer in trust by the Sub-Servicer, on behalf of the
Master Servicer for the benefit of the Trustee. The Sub-Servicer’s possession of any portion of the Servicing File or the
Mortgage File shall be at the will of the Master Servicer and the Trustee for the sole purpose of facilitating the servicing or
the supervision of servicing of


 



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the related Mortgage Loan pursuant to this Agreement, and such retention and possession by the
Sub-Servicer shall be in a custodial capacity only. Any portion of the Servicing File or the Mortgage File retained by the Sub-Servicer
shall be identified to reflect clearly the ownership of the related Mortgage Loan by the Trustee. The Sub-Servicer shall release
from its custody any Mortgage File retained by it only in accordance with this Agreement and the Pooling and Servicing Agreement.
The Sub-Servicer shall provide to the Master Servicer as soon as practicable after request therefor by the Master Servicer a copy
of any documents held by it with respect to the Mortgage Loans. During the term of this Agreement, the Sub-Servicer will also
provide to the Master Servicer a copy of any lease, amendments and other documents related to the Mortgaged Properties securing
the Mortgage Loans or related to the Mortgage Loans as soon as possible after receipt or execution thereof, as applicable. Except
as otherwise provided herein, the Sub-Servicer shall not be obligated to provide a copy of any documents held by it with respect
to the Mortgage Loans to any Person not a party to this Agreement. If and so long as the Sub-Servicer (i) has a vault or other
adequate safety procedures in place satisfactory to the Master Servicer, in its sole discretion, or (ii) outsources such responsibility
to a third party vendor satisfactory to the Master Servicer, who has a vault or other adequate safety procedures in place satisfactory
to the Master Servicer, in its sole discretion, the Sub-Servicer shall hold the original of any letters of credit related to a
Mortgage Loan and perform any obligations of the Master Servicer with respect thereto all in accordance with any applicable requirements
of Section 3.01(f) of the Pooling and Servicing Agreement. If at any time the Sub-Servicer does not satisfy the conditions described
in clause (i) or clause (ii) of the immediately preceding sentence, the Sub-Servicer shall immediately deliver to the Master Servicer
the original of any letters of credit related to any Mortgage Loan.


 


Section
2.02     Notice of Defect, Breach or 15Ga-1 Repurchase Request.


 


Following
its receipt from the Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to
the Sub-Servicer. The Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Sub-Servicer
discovers or receives notice alleging a Defect or a Breach or receives notice of a 15Ga-1 Repurchase Request or the withdrawal
of a 15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request. The Sub-Servicer shall promptly, but in no event
later than five (5) Business Days after receipt, provide to the Master Servicer a copy of any written 15Ga-1 Repurchase Request
or withdrawal or rejection of any 15Ga-1 Repurchase Request received by the Sub-Servicer and such other information in the possession
of the Sub-Servicer reasonably requested by the Master Servicer to fulfill its obligations under Section 2.02(g) and Sections
2.03(b), (d), (f), (k) and (l) of the Pooling and Servicing Agreement.


 


ARTICLE
III



SERVICING OF THE MORTGAGE LOANS


 


Section
3.01     Sub-Servicer to Service.


 


(a)          The
Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing
Standard under the Pooling and Servicing Agreement.


 



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(b)          The
Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the
Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement incorporated herein
pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section
3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee,
the Certificate Administrator, the Custodian, the Depositor, the Controlling Class Certificateholders, the Operating Advisor,
the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Initial Purchasers, the Directing Certificateholder,
the Certificateholders, the Asset Representations Reviewer and the Special Servicer (including, without limitation, the right
of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the
Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except
as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.19 of the Pooling and Servicing
Agreement as modified herein, the Sub-Servicer shall service and administer the Mortgage Loans that are not Specially Serviced
Loans. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which
they may exercise discretion, shall be subject to Section 3.19 of the Pooling and Servicing Agreement, as modified herein
and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes
of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Depositor, the Custodian, Controlling Class
Certificateholders, the Rating Agencies, the 17g-5 Information Provider, the Special Servicer, the Directing Certificateholder,
the Operating Advisor, the Underwriters, the Initial Purchasers, the Asset Representations Reviewer and the Certificateholders
in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder,
(ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to
be references to the Sub-Servicer hereunder, and (iii) references to the Mortgage Loans in the Incorporated Sections (and in the
defined terms used therein) shall be deemed to be references to the Mortgage Loans as defined herein shall be referred to herein
as the “References Modification”). With respect to all servicing responsibilities of the Master Servicer under
the Pooling and Servicing Agreement that are not being performed by the Sub-Servicer under this Agreement, the Sub-Servicer shall
reasonably cooperate with the Master Servicer to facilitate the timely performance of such servicing responsibilities. The Sub-Servicer
shall not take any action (whether or not authorized hereunder) as to which the Master Servicer has advised it in writing that
such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Sub-Servicer
shall fully cooperate with the Master Servicer in connection with avoiding (a) the imposition of a tax on any portion of the Trust,
(b) causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, and (c) causing the Grantor Trust
to fail to qualify as a grantor trust.


 


(c)          The
following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement,
are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to
the References Modification, are hereby further modified as set forth below:


 


(1)          Reserved.


 



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(2)          Sections
3.01(a) - (h), (j) and (m). Without limiting the generality of the foregoing, the Sub-Servicer shall use efforts consistent
with the Servicing Standard to continue all UCC financing statements in favor of the assignee prior to the expiration of such
UCC financing statements. The Master Servicer shall forward the Sub-Servicer recorded UCC financing statements reflecting the
Trust as the secured party. Notwithstanding the foregoing, the Sub-Servicer’s authority is restricted as provided in Section
3.01(c)(16) and (27) of this Agreement.


 


(3)          Section
3.02. The determination as to the application of amounts collected in respect of any Mortgage Loan, in the absence of express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent that such terms
authorize the lender to use its discretion, shall be made by the Master Servicer. The Sub-Servicer shall not waive any Penalty
Charges that the Master Servicer is permitted to waive under Section 3.02 of the Pooling and Servicing Agreement without
the consent of the Master Servicer. The Sub-Servicer shall forward to the Master Servicer a copy of all operating statements,
income statements, budgets, and rent rolls collected by the Sub-Servicer within the timeframe set forth in Section 3.01(c)(23)
hereof. The Sub-Servicer shall promptly notify the Master Servicer of any defaults under the Mortgage Loans, collection issues
or customer issues; provided that the Sub-Servicer shall not take any action with respect to enforcing the Mortgage Loans without
the prior written approval of the Master Servicer.


 


(4)          Section
3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F
attached hereto and a copy of such certification shall be furnished to the Master Servicer within three (3) days of the Closing
Date and thereafter to the Master Servicer upon any transfer of any Servicing Account. Without the express written consent of
the Master Servicer, the Sub-Servicer shall not (a) waive or extend the date set forth in any agreement governing reserve funds
by which the required repairs and/or capital improvements at the related Mortgaged Property must be completed or (b) release any
earn out reserve funds or return any related letters of credit delivered in lieu of earn out reserve funds.


 


(5)          Section
3.03(b). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor
and certify on a quarterly basis, starting with the quarter ending June of 2018, within thirty (30) days of the end of such quarter
the information on the Mortgage Loans as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(23)
of this Agreement. Upon the occurrence of an insured loss at a Mortgaged Property, the Sub-Servicer shall notify the Master Servicer
of the loss and the Sub-Servicer’s receipt of the proceeds paid under such Insurance Policy. The Sub-Servicer will provide
to the Master Servicer all loss-related records and information received by the Sub-Servicer as such information becomes available
and shall confer with the Master Servicer regarding the process of releasing to the affected Mortgagor the proceeds paid under
such Insurance Policy, including but not limited to questions such as whether the Sub-Servicer is authorized to (i) endorse the
checks issued by the insurer representing the proceeds paid under such Insurance Policy; and (ii) release the proceeds paid under
such Insurance Policy to the affected Mortgagor. With respect to non-escrowed payments, when the Sub-Servicer becomes aware in


 



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accordance with the Servicing Standard that a Mortgagor has failed to make any such payment or, with respect to escrowed loans,
collections from the Mortgagor are insufficient to pay any such item before the applicable penalty or termination date, the Sub-Servicer
shall promptly notify the Master Servicer. The Master Servicer may direct the Sub-Servicer to (and upon such direction, the Sub-Servicer
shall) make a payment from amounts on deposit in the Sub-Servicer Collection Account as contemplated by Section 3.03(b) of the
Pooling and Servicing Agreement.


 


(6)          Section
3.03(c) is not incorporated herein. The Sub-Servicer shall not be permitted to make any Servicing Advances. The Sub-Servicer
shall give the Master Servicer not less than five (5) Business Days’ notice before the date on which the Master Servicer
is required to make any Servicing Advance with respect to any Mortgage Loan.


 


(7)          Section
3.03(e). The Sub-Servicer shall promptly notify the Master Servicer of any failure by a Mortgagor described in Section
3.03(e) of the Pooling and Servicing Agreement.


 


(8)          Section
3.04(a). The Sub-Servicer shall establish a collection account (hereinafter the “Sub-Servicer Collection Account”),
meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to such
Sub-Servicer Collection Account. The creation of any Sub-Servicer Collection Account shall be evidenced by a certification in
the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer
within three (3) days of the Closing Date and thereafter to the Master Servicer upon any transfer of the Sub-Servicer Collection
Account. Notwithstanding the third paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the Sub-Servicer
shall deposit into the Sub-Servicer Collection Account and include in its Sub-Servicer Remittance Amount all Penalty Charges,
modification fees, defeasance fees, assumption fees, loan service transaction charges, assumption application fees, consent fees,
Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for Mortgagor checks returned for
insufficient funds and other fees collected from the Mortgagors that constitute additional servicing compensation and/or additional
special servicing compensation (in each case, other than those to which the Sub-Servicer is entitled pursuant to Section 3.01(c)(19)
of this Agreement). Any amounts of additional special servicing compensation shall be remitted to the Special Servicer by
the Master Servicer. For purposes of the fourth paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the
Master Servicer shall direct the Special Servicer to make payment of amounts referenced therein directly to the Sub-Servicer for
deposit in the Sub-Servicer Collection Account.


 


(9)          Sections
3.04(b) - (i) are not incorporated herein. With respect to each Distribution Date, the Sub-Servicer shall deliver to the Master
Servicer on or before the Sub-Servicer Remittance Date the Sub-Servicer Remittance Amount for such date. Each remittance required
to be made to the Master Servicer on the Sub-Servicer Remittance Date shall be made by wire transfer. Each month on each Business
Day between the Sub-Servicer Remittance Date and the Distribution Date, the Sub-Servicer shall forward to the Master Servicer
by wire transfer the Sub-Servicer Remittance Amount for such


 



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date. Each month on each Business Day that the Sub-Servicer is not
required to remit to the Master Servicer pursuant to the previous sentence, the Sub-Servicer shall forward to the Master Servicer
by wire transfer all amounts collected by the Sub-Servicer and not previously remitted to the Master Servicer which constitute
delinquent payments on the Mortgage Loans and any related Penalty Charges. Section 3.01(c)(24) of this Agreement sets forth
certain reporting requirements with respect to such remittances.


 


(10)          Reserved.


 


(11)          Section
3.05(a) is not incorporated herein. The Sub-Servicer may, from time to time, make withdrawals from the Sub-Servicer Collection
Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)          to
remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to Section
3.04(b) of the Pooling and Servicing Agreement and the first paragraph of Section 3.01(c)(9) of this Agreement;


 


(ii)          to
the extent not otherwise required to be applied against Prepayment Interest Shortfalls, to pay itself earned and unpaid Sub-Servicing
Fees, with respect to the Mortgage Loans in respect thereof, the Sub-Servicer’s right to payment pursuant to this clause
(ii) with respect to any Mortgage Loans being limited to amounts received on or in respect of such Mortgage Loan that are allocable
as recovery of interest thereon;


 


(iii)          to
pay itself, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing Agreement,
interest and investment income earned in respect of amounts held in the Sub-Servicer Collection Account as provided in Section
3.01(c)(12) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with respect to the Sub-Servicer
Collection Account for any Collection Period;


 


(iv)          to
clear and terminate the Sub-Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of
the Pooling and Servicing Agreement, as modified herein; and


 


(v)          to
remove any amounts deposited in the Sub-Servicer Collection Account in error.


 


All
withdrawals from the Sub-Servicer Collection Account shall be subject to the application and requirements of Section 3.05(f)(i)
of the Pooling and Servicing Agreement. The Sub-Servicer shall keep and maintain separate accounting records, on a loan-by-loan
basis and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from
its Sub-Servicer Collection Account. Upon written request, the Sub-Servicer shall provide to the Master Servicer such records.


 



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(12)          Section
3.06 is not incorporated herein. The Sub-Servicer may invest funds in the Sub-Servicer Collection Account and/or any Servicing
Account maintained by it on the same terms as the Master Servicer may invest funds in the Collection Account and/or any Servicing
Account, and subject to the same rights, restrictions and obligations regarding maturity dates, gains, losses, withdrawals, possession,
and control of Permitted Investments and Permitted Investments payable on demand. Without limiting the generality of the foregoing,
(A) any investment of funds in the Sub-Servicer Collection Account and/or any Servicing Account shall be made in the name of the
Sub-Servicer on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders and (B) the Sub-Servicer,
on behalf of the Trustee, shall take the actions described in Section 3.06(a) of the Pooling and Servicing Agreement as
applicable to the Master Servicer necessary to perfect the Trustee’s interest in Permitted Investments.


 


(13)          Section
3.07(a). References to the Collection Account shall be references to the Sub-Servicer Collection Account. All insurance policies
caused to be maintained by the Sub-Servicer hereunder shall also name the Master Servicer as an additional insured and loss payee.
Within thirty (30) days after the Closing Date, the Sub-Servicer shall forward to the Master Servicer a fully completed certificate
of insurance in the form of Exhibit H attached hereto. Without limiting the generality of the obligations of the
Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify as to the status of insurance policies relating to the Mortgage
Loans on a quarterly basis, starting for the quarter ending in June of 2018, within thirty (30) days of the end of such quarter
as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(24) of this Agreement.
The Sub-Servicer shall promptly notify the Master Servicer of any Mortgaged Property that is not insured against terrorist or
other similar acts. The Master Servicer or the Special Servicer shall make all determinations with respect to terrorism insurance
matters required to be made under Section 3.07 of the Pooling and Servicing Agreement, and the Sub-Servicer shall reasonably
cooperate with the Master Servicer in connection therewith.


 


(14)          Section
3.07(b). References to the Collection Account shall be references to the Sub-Servicer Collection Account.


 


(15)          Sections
3.07(c) and (d). The fidelity bond and insurance policies required hereunder shall also name the Master Servicer as additional
insured and loss payee.


 


(16)          Section
3.08. The Sub-Servicer shall not permit or consent to any assumption, transfer or other action contemplated by Section
3.08 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer.  Upon receiving
a request for any matter described in Section 3.08 of the Pooling and Servicing Agreement that constitutes a Major Decision
or Special Servicer Decision, the Sub-Servicer shall forward such request to the Master 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 Sub-Servicer shall have no further obligation with respect to such request.  With respect to such request, the Sub-Servicer
shall deliver


 



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to the Master Servicer any additional information in the Sub-Servicer’s possession requested by the Master
Servicer to fulfill its obligations under Section 3.08 of the Pooling and Servicing Agreement.  With respect to any
assumption, transfer or other action contemplated by Section 3.08 of the Pooling and Servicing Agreement (if such assumption,
transfer or other action is not a Major Decision or Special Servicer Decision), the Sub-Servicer shall perform and forward to
the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer
under Section 3.08 of the Pooling and Servicing Agreement.  The Master Servicer, not the Sub-Servicer, will deal directly
with the Special Servicer, the Directing Certificateholder and/or the Rating Agencies in connection with obtaining any necessary
approval or consent from the Special Servicer, the Directing Certificateholder and/or the Rating Agencies.  If the Sub-Servicer
shall process any such assumption, transfer or other action contemplated by Section 3.08 of the Pooling and Servicing Agreement
(if such assumption, transfer or other action is not a Major Decision or Special Servicer Decision) and the Master Servicer consents
to such transaction, the Sub-Servicer shall document and close such transaction. The Sub-Servicer shall promptly provide copies
of any waivers it effects pursuant to this Section to the Master Servicer and the Master Servicer will provide notice or copies
to the 17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing Agreement.


 


(17)          Section
3.09. References to the Master Servicer shall not be deemed to be references to the Sub-Servicer for purposes of Section
3.09 (other than 3.09(f)) of the Pooling and Servicing Agreement.


 


(18)          Section
3.10. The references to the Collection Account shall be references to the Sub-Servicer Collection Account. No expense incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Sub-Servicer Collection Account.


 


(19)          Section
3.11(a). References to the Servicing Fee shall be references to the Sub-Servicing Fee. The third and sixth paragraphs of Section
3.11(a) of the Pooling and Servicing Agreement are not incorporated herein. In addition, the Sub-Servicer shall be entitled to
receive, as additional servicing compensation, to the extent the Master Servicer is entitled to such amounts under the Pooling
and Servicing Agreement, (i) all investment income earned on amounts on deposit in the Sub-Servicer Collection Account and certain
Servicing Accounts (to the extent consistent with the related Mortgage Loan documents), (ii) 50% of that portion of late fees
(but not Default Interest) on the Mortgage Loans to which the Master Servicer is entitled under the Pooling and Servicing Agreement
and not required by the Pooling and Servicing Agreement to cover interest on Advances or additional Trust Fund expenses, (iii)
100% of any amounts collected by the Sub-Servicer for checks returned for insufficient funds with respect to the Mortgage Loans
to the extent the Master Servicer is entitled to such items under Section 3.11(a) of the Pooling and Servicing Agreement, (iv)
50% of that portion of any assumption fees and any similar fees to which the Master Servicer is entitled under Section 3.11(a)(iii)
of the Pooling and Servicing Agreement with respect to the Mortgage Loans in connection with matters performed by the Sub-Servicer
pursuant to Section 3.01(c)(16) of this Agreement, (v) 100% of that portion of any assumption application fees to which the


 



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Master
Servicer is entitled under Section 3.11(a)(ii) of the Pooling and Servicing Agreement with respect to the Mortgage Loans in connection
with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(18) of this Agreement, (vi) 50% of that portion of any
modification fees, consent fees and similar fees to which the Master Servicer is entitled under Sections 3.11(a)(i) and (iii)
of the Pooling and Servicing Agreement with respect to the Mortgage Loans in connection with matters performed by the Sub-Servicer
pursuant to Section 3.01(c)(27) of this Agreement, (vii) 50% of that portion of any defeasance fees to which the Master Servicer
is entitled under Section 3.11(a)(ii) of the Pooling and Servicing Agreement with respect to the Mortgage Loans in connection
with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(27) of this Agreement and (viii) 100% of that portion of
any beneficiary statement charges and demand fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling
and Servicing Agreement with respect to the Mortgage Loans. The Sub-Servicer shall not be entitled to Prepayment Interest Excesses,
Default Interest or any other amounts not specifically addressed above in this Section 3.01(c)(19).


 


(20)          Section
3.11(b) is not incorporated herein.


 


(21)          Reserved.


 


(22)          Reserved.


 


(23)          Section
3.12(a) and (b). The Sub-Servicer shall promptly (but, in the case of inspections, in no event later than thirty (30) days
after completion of the related inspection report or, in the case of operating statements, rent rolls, budgets and financial statements,
at least five (5) Business Days before Master Servicer must deliver or make available under the Pooling and Servicing Agreement)
forward to the Master Servicer a copy of all inspection reports prepared by or on behalf of the Sub-Servicer and electronically
deliver a copy of all operating statements, rent rolls, budgets and financial statements collected by the Sub-Servicer. If any
inspection report identifies a “life safety” or other material deferred maintenance item existing with respect to
the related Mortgaged Property, the Sub-Servicer (x) shall promptly send to the related Mortgagor (with a copy to the Master Servicer
by email to cmsins@wellsfargo.com) a letter identifying such deferred maintenance item and instructing the related Mortgagor to
correct such deferred maintenance item and (y) shall follow up with the related Mortgagor in writing (with a copy to the Master
Servicer by email to cmsins@wellsfargo.com) and at such frequency as is in accordance with the Servicing Standard to confirm that
such deferred maintenance item is being corrected. The Sub-Servicer shall electronically deliver to the Master Servicer in Microsoft
Excel format promptly upon completion, and in any event, at least five (5) Business Days before Master Servicer must deliver or
make available such reports, statements and files under the Pooling and Servicing Agreement, each CREFC® NOI Adjustment
Worksheet and CREFC® Operating Statement Analysis Report.


 


(24)          Section
3.12(d) is not incorporated herein. With respect to the Mortgage Loans, the Sub-Servicer shall deliver to the Master Servicer,
no later than 1:00 p.m. New York City time on the first Business Day following each Determination Date, by


 



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electronic transmission
in the format designated by the Master Servicer, the CREFC® Financial File, the CREFC® Property
File and the CREFC® Comparative Financial Status Report, the CREFC® Loan Level Reserve/LOC Report,
a CREFC® Loan Periodic Update File, a CREFC® Delinquent Loan Status Report and a CREFC®
Servicer Watch List, each providing the required information as of such Determination Date. At the request of Master Servicer,
the Sub-Servicer shall send to a Mortgagor a notice directing such Mortgagor to forward to the Special Servicer annual, quarterly
and monthly operating statements, budgets and rent rolls of the related Mortgaged Property, and financial statements of such Mortgagor.
The preparation and maintenance by the Sub-Servicer of all the reports specified in this Section 3.01(c)(24), including the calculations
made therein, shall be done in accordance with CREFC® standards to the extent applicable thereto.


 


The
Sub-Servicer shall deliver to the Master Servicer (a) no later than 1:00 p.m. New York City time on the Sub-Servicer Reporting
Date by electronic transmission in a format designated by the Master Servicer the CREFC® Loan Periodic Update File,
providing the required information as of such Determination Date, (b) no later than 1:00 p.m. New York City time on the Sub-Servicer
Reporting Date by electronic transmission in a format designated by the Master Servicer the Collection Report (the information
therein to be stated as of the Determination Date) in the form of Exhibit G attached hereto, and (c) within thirty
(30) days after the end of each calendar quarter, beginning with the quarter ending on June 30, 2018, the certification on the
Mortgage Loans, including without limitation information regarding UCC financing statements, taxes, insurance premiums and ground
rents required by and in the form of Exhibit E attached hereto. The Sub-Servicer shall deliver to the Master Servicer
on the second Business Day of each month by electronic transmission in a format designated by the Master Servicer a remittance
report containing scheduled balance information for the Mortgage Loans reflecting the scheduled Periodic Payment for such month
in the form of Exhibit G attached hereto. In addition, on each day that the Sub-Servicer forwards to the Master
Servicer any funds pursuant to Section 3.01(c)(9) of this Agreement, the Sub-Servicer shall deliver to the Master Servicer
by electronic transmission (with a copy to commercial.masterservicing.supp@wellsfargo.com) in a format reasonably acceptable to
the Master Servicer and Sub-Servicer, a report of the nature of such remittance in the form of Exhibit G attached
hereto. The Sub-Servicer shall also prepare and deliver to the Master Servicer not later than 1:00 p.m. New York City time by
the twenty-fifth day of each month, a certification in the form of Exhibit J attached hereto. The Sub-Servicer shall
also prepare and deliver to the Master Servicer such other reports as reasonably requested by the Master Servicer from time to
time.


 


Not
later than 1:00 p.m. New York City time on the first Business Day following each Determination Date, the Sub-Servicer shall deliver
to the Master Servicer the CREFC® Schedule AL File in EDGAR-Compatible Format with respect to the Mortgage Loans;
provided, however, that the Sub-Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL
File unless the Sub-Servicer receives the Initial Schedule AL File, any Initial Schedule AL Additional File and the Annex A-1
to the Prospectus from the Master Servicer. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due


 



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diligence, investigation or verification, the Sub-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 as in effect on the Closing Date of
the Initial Schedule AL File, the Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Sub-Servicer may
concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional
File in EDGAR-Compatible Format to the Master Servicer. The CREFC® Schedule AL Files and Schedule AL Additional
Files shall each be a single file.


 


(25)          Section
3.13.     Access provided by the Sub-Servicer pursuant to Section 3.13 of the Pooling and Servicing Agreement shall
only be provided to the Master Servicer.


 


(26)          Section
3.17(a) and (e). On each Sub-Servicer Remittance Date, the Sub-Servicer shall deposit into the Sub-Servicer Collection Account
as part of the Sub-Servicer Remittance Amount, all Compensating Interest Payments to the extent that the Master Servicer is required
to remit such amounts under Section 3.17(a) of the Pooling and Servicing Agreement, and except that references to the Servicing
Fees in the definition of “Compensating Interest Payments” in the Pooling and Servicing Agreement shall be references
to Sub-Servicing Fees.


 


(27)          Section
3.18. The Sub-Servicer will not permit or consent to any modification, amendment, extension, waiver, consent, defeasance or
other action contemplated by Section 3.18 of the Pooling and Servicing Agreement without the prior written consent of the
Master Servicer.  Upon receiving a request for any matter described in Section 3.18 of the Pooling and Servicing Agreement
that constitutes a Major Decision or Special Servicer Decision, the Sub-Servicer shall forward such request to the Master 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 Sub-Servicer shall have no further obligation with respect to such request.  With respect
to such request, the Sub-Servicer shall deliver to the Master Servicer any additional information in the Sub-Servicer’s
possession requested by the Master Servicer to fulfill its obligations under Sections 3.18 of the Pooling and Servicing
Agreement.  With respect to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated
by Section 3.18 of the Pooling and Servicing Agreement (if such modification, amendment, extension, waiver, consent, defeasance 
or other action is not a Major Decision or Special Servicer Decision), the Sub-Servicer shall perform and forward to the Master
Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under
Section 3.18 of the Pooling and Servicing Agreement.  The Master Servicer, not the Sub-Servicer, will deal directly
with the Special Servicer, the Directing Certificateholder and/or the Rating Agencies in connection with obtaining any necessary
approval or consent from the respective party.  If the Sub-Servicer shall process any such modification, amendment, extension,
waiver, consent, defeasance or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement (if such
modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision) and the Master


 



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Servicer
consents to such transaction, the Sub-Servicer shall document and close such transaction. When forwarding a request for the approval
of any lease or renewal or extension thereof, the Sub-Servicer shall forward to the Master Servicer the information concerning
such lease required by, and in the form of, Exhibit I attached hereto. The Sub-Servicer will not permit any Principal
Prepayment with respect to any Mortgage Loan without the written consent of the Master Servicer. The Sub-Servicer shall promptly
forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement (with respect to each Principal
Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Sub-Servicer. If the Sub-Servicer
obtains actual knowledge of the incurrence of additional debt or mezzanine debt by a Mortgagor, the Sub-Servicer shall promptly,
but in no event later than two (2) business days, deliver notice to the Master Servicer of such Mortgagor’s incurrence of
such debt in the form of Exhibit JJ to the Pooling and Servicing Agreement.


 


(28)          Section
3.19(a). The Sub-Servicer shall promptly notify the Master Servicer of any event or circumstance that the Sub-Servicer deems
to constitute a Servicing Transfer Event with respect to any Mortgage Loan. The determination as to whether a Servicing Transfer
Event has occurred shall be made by the Master Servicer.


 


(29)          Reserved.


 


(30)          Section
3.20. References to the Master Servicer shall not be deemed to be references to the Sub-Servicer for purposes of Section
3.20 of the Pooling and Servicing Agreement. Each and every one of the terms and conditions of Section 3.20 of the
Pooling and Servicing Agreement shall be enforceable against the Sub-Servicer in accordance with the terms thereof. The Sub-Servicer
may not enter into any Sub-Servicing Agreements in connection with the Mortgage Loans and shall directly service the Mortgage
Loans in accordance with the terms and conditions of this Agreement. To the extent required by Sections 3.20(g) of the Pooling
and Servicing Agreement, this Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer
or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such
party of the obligations, except to the extent they arose prior to the date of assumption, of the Master Servicer pursuant to
Section 7.02 of the Pooling and Servicing Agreement. The Sub-Servicer may not foreclose any Mortgage or, except as permitted by
Section 3.01(c)(16) or (27) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or
Serviced Compnanion Loan.


 


(31)          Reserved.


 


(32)          Sections
3.24(a), (d), (f) and (i). The Sub-Servicer shall take no action with respect to any mezzanine loan and shall forward any
notice or request promptly to the Master Servicer.


 


(33)          Section
3.25 is not incorporated herein. Notwithstanding any provision herein to the contrary, the Sub-Servicer shall not deliver
any information or documents to the 17g-5 Information Provider or make any request to a Rating Agency for a Rating


 



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Agency Confirmation;
all such deliveries and requests shall be made by, and as determined necessary by, the Master Servicer. The Sub-Servicer shall
not communicate (orally or in writing) with any Rating Agency regarding any of the Mortgage Loan documents or any matter related
to the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters in connection with the Certificates
or pursuant to this Agreement or the Pooling and Servicing Agreement. The Sub-Servicer agrees to comply (and to cause each and
every subcontractor, vendor or agent for the Sub-Servicer and each of its officers, directors and employees to comply) with the
provisions relating to communications with the Rating Agencies set forth in this Section 3.01(c)(33) and the Pooling and
Servicing Agreement and shall not deliver to any Rating Agency any report, notice, statement, request for Rating Agency Confirmation
or other information the communication of which to the Rating Agencies is restricted by the Pooling and Servicing Agreement.


 


All
information described in the immediately preceding paragraph will be provided by, and all such communications, responses and requests
described in the immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required
by the Pooling and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate
with, any Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication
is regarding any Mortgage Loan or the sub-servicing by the Sub-Servicer under this Agreement, the Sub-Servicer shall provide the
information to the Master Servicer necessary for the Master Servicer to fulfill such obligations.


 


(34)          Reserved.


 


(35)          Section
3.32 is not incorporated herein. If at any time the Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation
AB, the Sub-Servicer shall notify the Master Servicer upon the occurrence of (i) a Servicing Officer of the Sub-Servicer obtaining
actual knowledge that the Sub-Servicer is or has become an Impermissible TPP Affiliate or (ii) the Sub-Servicer receiving notice
by any party to the Pooling and Servicing Agreement, the Third Party Purchaser, the Sponsor or any Underwriter or Initial Purchaser
that the Sub-Servicer is or has become an Impermissible TPP Affiliate. As of the Closing Date, the Sub-Servicer is not a servicer
under Item 1108(a)(2) of Regulation AB; the Master Servicer shall notify the Sub-Servicer if they become such a servicer.


 


(36)          Section
3.33. The Sub-Servicer shall only be responsible for performing the functions delegated under this paragraph to the extent
it has actual knowledge or has received notice that the related Mortgage Loan is an Excluded Controlling Class Loan.


 


(37)          Section
3.34 is not incorporated herein. The Sub-Servicer shall not initiate or become involved in any claim or litigation that falls
within the scope of Trust-Related Litigation. Upon becoming aware of or being named in any claim or litigation that falls within
the scope of Trust-Related Litigation, the Sub-Servicer shall promptly, but in any event no later than five (5) Business Days
of the Sub-Servicer receiving service of such


 



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Trust-Related Litigation, provide written notice thereof to the Master Servicer.
Notwithstanding the foregoing, the Sub-Servicer shall retain the right to make determinations relating to claims against the Sub-Servicer
subject to Section 3.34(g) of the Pooling and Servicing Agreement and the rights of the Special Servicer set forth therein, which
shall apply to the Sub-Servicer to the extent such provisions apply to the Master Servicer.


 


(38)          Sections
6.01(a) and (e). Section 6.01(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The
Sub-Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Sub-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.” The Sub-Servicer hereby represents and warrants to the
Master Servicer, as of the date hereof, that (i) each insurance policy and fidelity bond referenced in Section 3.07(c)
of the Pooling and Servicing Agreement names the Master Servicer as an additional insured and loss payee; (ii) the net worth of
the Sub-Servicer determined in accordance with generally accepted accounting principles is not less than $2 million; and (iii)
the Sub-Servicer is authorized to transact business in the state or states in which the Mortgaged Properties are located, if and
to the extent required by applicable law.


 


(39)          Sections
11.01, 11.02, 11.03, 11.04, 11.05, 11.06, 11.07, 11.09, 11.10, 11.11, 11.12 and 11.15. The Sub-Servicer shall cooperate fully
with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications, records and any other
information in its possession and necessary in the good faith determination of the Master Servicer, the Certificate Administrator,
the Depositor or such Other Depositor, to permit the Depositor or Other Depositor, as applicable, to comply with the provisions
of Regulation AB and the Master Servicer to comply with its obligations under Article XI of the Pooling and Servicing Agreement,
together with such disclosures relating to the Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the
Depositor (or any Other Depositor), the Certificate Administrator or the Master Servicer to be necessary in order to effect such
compliance. For purposes of this Section 3.01(c)(39), references to the Trustee, the Certificate Administrator or the Depositor
(or any Other Depositor or Other Certificate Administrator) in Article XI of the Pooling and Servicing Agreement shall not be
deemed to be references to the Master Servicer but shall remain references to the Trustee, the Certificate Administrator or the
Depositor (or any Other Depositor or Other Certificate Administrator); provided that the Sub-Servicer shall copy the Master Servicer
on any notice, certificate or information provided to the Trustee, the Certificate Administrator, the Depositor, the Other Certificate
Administrator or the Other Depositor pursuant to this Section 3.01(c)(39).


 


With
respect to any period that the Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB, the Sub-Servicer
shall perform all obligations under Section 11.02 of the Pooling and Servicing Agreement applicable to a servicer as contemplated
by Item 1108(a)(2) of Regulation AB (including, without limitation, any obligation or duty the Master Servicer is required under
Section 11.02 of the Pooling and


 



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Servicing Agreement to cause (or use commercially reasonable efforts to cause) a servicer
as contemplated by Item 1108(a)(2) of Regulation AB to perform).


 


Any
Additional Form 10-D Disclosure and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall
be delivered to the Master Servicer (and, if the Sub-Servicer is an Additional Servicer or a Servicing Function Participant, also
to the Depositor, the Certificate Administrator, and each Other Depositor and each Other Certificate Administrator) within the
time provided in Section 11.04 of the Pooling and Servicing Agreement. The Sub-Servicer shall reasonably cooperate with
the Master Servicer and the Depositor pursuant to Section 11.04(c) of the Pooling and Servicing Agreement with respect
to any CREFC® Schedule AL File provided by the Sub-Servicer.


 


The
Sub-Servicer shall provide all the reports required of a Reporting Servicer under Section 11.05 of the Pooling and Servicing
Agreement. The Sub-Servicer shall provide all reasonable cooperation (with respect to information regarding the Sub-Servicer or
the Mortgage Loans) to enable the Master Servicer to provide any Additional Form 10-K Disclosure. Any Additional Form 10-K Disclosure
and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer
(and, if the Sub-Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor, the Certificate
Administrator, and each Other Depositor and each Other Certificate Administrator) on or before the fifth (5th) Business Day proceeding
March 1, commencing March 2019.


 


The
Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall provide a Performance Certification
described in Section 11.06 of the Pooling and Servicing Agreement (on which the Master Servicer and its officers, directors
and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer on or before the fifth (5th)
Business Day preceding March 1st. If the Sub-Servicer is a Servicing Function Participant, such Performance Certification
shall also be provided to each affected Certifying Party by the time required by the Pooling and Servicing Agreement, and if the
Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, such Performance Certification shall be delivered
only to the Master Servicer. In addition, the Sub-Servicer (a) shall provide such information and assistance as may be reasonably
required to cooperate with the Master Servicer in complying with Section 11.06 of the Pooling and Servicing Agreement and
(b) shall cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification
under Section 11.06 of the Pooling and Servicing Agreement.


 


Any
Form 8-K Disclosure Information and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall
be delivered to the Master Servicer (and, if the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, also
to the Depositor, the Certificate Administrator and each Other Depositor and each Other Certificate Administrator) within the
time provided in Section 11.07 of the Pooling and Servicing Agreement.


 



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The
Sub-Servicer (without regard to whether the Sub-Servicer is an Additional Servicer or Servicing Function Participant) shall deliver
its Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master Servicer
on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is an Additional
Servicer or Servicing Function Participant, the Sub-Servicer shall also deliver such Officer’s Certificate to the Trustee,
Certificate Administrator, Depositor, 17g-5 Information Provider and each Other Depositor and each Other Certificate Administrator
within the time provided in Section 11.09 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not an Additional
Servicer or Servicing Function Participant, such Officer’s Certificate shall be delivered only to the Master Servicer.


 


The
Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall deliver the items required
under Sections 11.10 and 11.11 of the Pooling and Servicing Agreement regarding itself (the “report on an
assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer
on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is a Servicing
Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and
accountants’ report shall also be delivered to the Trustee, Certificate Administrator, Depositor, 17g-5 Information Provider
and each Other Depositor and each Other Certificate Administrator within the time provided in Sections 11.10 and 11.11
of the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer,
the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall be delivered only
to the Master Servicer.


 


Subject
to other provisions of this Agreement restricting the right of the Sub-Servicer to retain subservicers or subcontractors, the
provisions of Article XI of the Pooling and Servicing Agreement regarding retaining a “Sub-Servicer,” “Subcontractor,”
“Additional Servicer” or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor
or agent hired by the Sub-Servicer to perform any of its obligations hereunder and the Sub-Servicer shall comply with such provisions.


 


If
the Sub-Servicer is (or was during any time relevant to the second and third paragraphs of Section 11.12 of the Pooling
and Servicing Agreement) an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall perform all of the obligations
of an Affected Reporting Party contained in the second and third paragraphs of Section 11.12 of the Pooling and Servicing
Agreement. The Sub-Servicer shall also obtain the consent of the Master Servicer (which shall not be unreasonably denied, withheld
or delayed) when the Depositor’s or Other Depositor’s consent is required under this paragraph.


 


The
Sub-Servicer shall indemnify and hold harmless the Master Servicer (including any of its partners, directors, officers, employees
or agents) against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by the Master Servicer or such other Person arising out of (i) an actual breach by
the Sub-Servicer of its obligations under this


 



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Section 3.01(c)(39), (ii) negligence, bad faith or willful misconduct
on the part of the Sub-Servicer in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable.
The Sub-Servicer shall 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 (i) 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 this Agreement, (ii) negligence,
bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicer (as defined
in Section 11.02(b) of the Pooling and Servicing Agreement) to identify a Servicing Function Participant retained by it
pursuant to Section 11.02(c) of the Pooling and Servicing Agreement or (iv) delivery of any Deficient Exchange Act Deliverable.


 


The
Master Servicer shall notify the Sub-Servicer if the Sub-Servicer becomes a Servicing Function Participant, an Additional Servicer,
and/or a Reporting Servicer. Upon request, the Master Servicer shall provide the Sub-Servicer with current mailing addresses of
the Trustee, the Depositor, the Certificate Administrator, the applicable Other Depositor and/or Other Certificate Administrator
to whom the Sub-Servicer must deliver Exchange Act-related reports as a result of becoming a Servicing Function Participant, an
Additional Servicer and/or a Reporting Servicer.


 


If
the indemnification provided for in this Section 3.01(c)(39) is unavailable or insufficient to hold harmless any Certification
Party or the Master Servicer, then the Sub-Servicer shall contribute to the amount paid or payable to the indemnified party as
a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect
the relative fault of the indemnified party on the one hand and the Sub-Servicer on the other in connection with a breach of the
Sub-Servicer’s obligations pursuant to this Section 3.01(c)(39).


 


(40)          Sections
12.01(b)(i)-(ii). The Sub-Servicer shall provide all reasonable cooperation (with respect to information regarding the Mortgage
Loans) to enable the Master Servicer to provide the information required pursuant to Section 12.01(b)(i)-(ii) of the Pooling
and Servicing Agreement.


 


Section
3.02     Merger or Consolidation of the Sub-Servicer.


 


The
Sub-Servicer shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the
state of its formation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign
limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Mortgage Loans and to perform its duties under this Agreement.


 


Any
Person into which the Sub-Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Sub-Servicer shall be a party, or any Person succeeding to the business of the Sub-Servicer, or any
Person


 



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succeeding to all or substantially all of the servicing business of the Sub-Servicer, shall be the successor of the Sub-Servicer
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 successor or surviving Person (i) must be a company whose
business is the origination and servicing of mortgage loans and shall be authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service is situated, (ii) must be reasonably acceptable to the Master Servicer
and (iii) shall assume in writing the obligations of the Sub-Servicer under this Agreement. Notwithstanding the foregoing, the
Sub-Servicer may not remain the Sub-Servicer 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 that (i) the Sub-Servicer 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 under the Pooling and Servicing
Agreement or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.


 


Section
3.03     Limitation on Liability of the Sub-Servicer and Others.


 


Neither
the Sub-Servicer nor any directors, officers, employees, members, managers or agents of the Sub-Servicer (the “Sub-Servicer
Parties”) will be under any liability to the Master Servicer 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 Sub-Servicer Parties against any breach of warranties or representations made herein, or against
any liability which would otherwise be imposed on the Sub-Servicer by reason of its willful misconduct, bad faith, or negligence
(or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its duties
hereunder or by reason of its negligent disregard of its obligations or duties hereunder. The Sub-Servicer and any officer, employee
or agent of the Sub-Servicer may rely in good faith on any document of any kind, prima facie, properly executed and submitted
by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and either (i) it is
specifically required to bear the cost of such action or (ii) such action will not, in its reasonable and good faith judgment,
involve it in any ultimate expense or liability for which it would not be reimbursed hereunder; provided, however,
that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action which it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable
and the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust.
To the extent provided in the Pooling and Servicing Agreement, the Sub-Servicer Parties shall be indemnified by the Trust, against
any Losses (as defined below) incurred by the Sub-Servicer in connection with any claim, loss, penalty, fine, foreclosure, judgment,
liability or legal action relating to this Agreement, other than any Losses (as defined below) (i) that are specifically required
to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms of this Agreement or (ii) that are incurred
by reason of (A) a breach of any representation or warranty by the Sub-Servicer or (B) willful misconduct,


 



    20


     


    

 


bad faith or negligence
of the Sub-Servicer in the performance of duties under this Agreement or negligent disregard of its obligations and duties under
this Agreement; provided, however, that the indemnification described in this sentence shall be strictly limited to any actual
amount of indemnification received by the Master Servicer under the Pooling and Servicing Agreement as a result of pursuing the
Trust on behalf of the Sub-Servicer for such indemnification.


 


Section
3.04     Sub-Servicer Not to Resign.


 


The
Sub-Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Sub-Servicer
and the Master Servicer, or upon the determination that its duties hereunder are no longer permissible under applicable law and
such incapacity cannot be cured by the Sub-Servicer. Any such determination permitting the resignation of the Sub-Servicer shall
be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form
and substance acceptable to the Master Servicer.


 


Section
3.05     No Transfer or Assignment of Servicing.


 


With
respect to the responsibility of the Sub-Servicer to service the Mortgage Loans hereunder, the Sub-Servicer acknowledges that
the Master Servicer has acted in reliance upon the Sub-Servicer’s independent status, the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without
in any way limiting the generality of this Section 3.05, the Sub-Servicer shall neither assign or transfer this Agreement
or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof, nor sell or otherwise dispose of
all or substantially all of its property or assets, without the prior written approval of the Master Servicer, which consent will
not be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to any assignment or transfer by the Sub-Servicer
of this Agreement or the servicing hereunder (the “Sub-Servicing Rights”), the Sub-Servicer shall allow the
Master Servicer an opportunity to bid on the purchase of such Sub-Servicing Rights. The Sub-Servicer may also solicit bids from
other parties independent of the Master Servicer. If after receipt by the Sub-Servicer of all bids, the Master Servicer is not
the highest bidder, the Master Servicer will be given the opportunity to submit a second bid and final bid, which bid shall be
given equal consideration with all other bids.


 


Section
3.06     Indemnification.


 


The
Sub-Servicer Parties shall be indemnified by the Master Servicer against any loss, liability or expense (collectively, the “Losses”)
incurred by the Sub-Servicer in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action
relating to this Agreement resulting from the Master Servicer’s willful misconduct, bad faith, or negligence in the performance
of duties hereunder or negligent disregard of its obligations hereunder. The Sub-Servicer shall indemnify and hold harmless the
Master Servicer and its directors, officers, representatives, members, managers, agents, employees or affiliates against any Losses
incurred by the Master Servicer in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action
relating to this Agreement, the Pooling and Servicing Agreement or the Certificates by reason of (1) any breach by the Sub-Servicer
of a representation or warranty


 



    21


     


    

 


made by the Sub-Servicer in this Agreement or (2) any willful misconduct, bad faith, fraud or
negligence by the Sub-Servicer in the performance of its obligations or duties under this Agreement or under the Pooling and Servicing
Agreement or by reason of negligent disregard of such obligations and duties. Each indemnified party hereunder shall give prompt
written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however,
that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. This
Section 3.06 shall survive the termination of this Agreement and the termination or resignation of the Master Servicer
or the Sub-Servicer.


 


ARTICLE
IV



DEFAULT


 


Section
4.01     Sub-Servicer Termination Events.


 


In
case one or more of the following events (each a “Sub-Servicer Termination Event”) by the Sub-Servicer shall
occur and be continuing, that is to say:


 


(a)          any
failure by the Sub-Servicer (i) to make a required deposit to the Sub-Servicer Collection Account or any Servicing Account on
the day by the time such deposit was first required to be made, or (ii) to remit to the Master Servicer any amount required to
be so deposited or remitted by the Sub-Servicer, which failure is not cured within one (1) Business Day after such deposit or
remittance is due; or


 


(b)          any
failure on the part of the Sub-Servicer to observe or perform its obligations and duties in accordance with Section 3.07
of the Pooling and Servicing Agreement; or


 


(c)          any
failure on the part of the Sub-Servicer to (a) make available and certify to the Master Servicer the information called for on
Exhibit E at any time required hereunder, or (b) to timely make available and certify to the Master Servicer the
Collection Report which failure continues unremedied for one (1) Business Day; or


 


(d)          the
Sub-Servicer shall fail three (3) times within any twelve (12) month period to (a) timely deposit or remit any amounts required
to be deposited or remitted under this Agreement, or (b) timely provide to the Master Servicer any report required by this Agreement
to be provided to the Master Servicer; or


 


(e)          any
failure (other than a failure referred to in another clause in this Section 4.01) on the part of the Sub-Servicer duly
to observe or perform in any material respect any other of its covenants or agreements contained in this Agreement which continues
unremedied for a period of twenty-five (25) days (or (A) with respect to any year that a report on Form 10-K is required
to be filed, three (3) Business Days in the case of the Sub-Servicer’s obligations contemplated by Article XI of
the Pooling and Servicing Agreement or (B) ten (10) days in the case of payment of an insurance premium) after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Sub-Servicer by the Master Servicer;
provided, if that failure is capable of being cured and the Sub-Servicer is diligently pursuing that cure, that 25-day period
will be extended an additional 30 days; or


 



    22


     


    

 


(f)          any
breach on the part of the Sub-Servicer of any representation or warranty contained in this Agreement which materially and adversely
affects the interests of the Master Servicer or any Class of Certificateholders 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
Sub-Servicer by the Master Servicer; provided, if that breach is capable of being cured and the Sub-Servicer is diligently pursuing
that cure, that 30-day period will be extended an additional 30 days; or


 


(g)          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, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Sub-Servicer and such decree
or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days; or


 


(h)          the
Sub-Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Sub-Servicer
or of or relating to all or substantially all of its property; or


 


(i)           the
Sub-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


 


(j)           the
Sub-Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and obligations hereunder except
as permitted by this Agreement; or


 


(k)          either
Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a ratings downgrade or
withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s or KBRA, as applicable 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 Sub-Servicer as the sole or a material factor in such rating action; or


 


(l)           the
Sub-Servicer is no longer rated at least “CPS3” by Fitch and the Sub-Servicer is not reinstated to at least that rating
within 60 days of the delisting; or


 


(m)         the
net worth of the Sub-Servicer, determined in accordance with generally accepted accounting principles shall decline to less than
$2 million; or


 


(n)          a
Servicer Termination Event by the Master Servicer under the Pooling and Servicing Agreement occurs, which Servicer Termination
Event occurred as a result of the failure of the Sub-Servicer to perform any obligation required under this Agreement; or


 



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(o)          (1)
so long as the Trust is subject to Exchange Act reporting requirements, any failure by the Sub-Servicer to deliver by the due
date any Exchange Act reporting items required to be delivered to the Depositor, the Certificate Administrator or the Master Servicer
under Article XI of the Pooling and Servicing Agreement or under this Agreement or to the master servicer under any other
pooling and servicing agreement that the Depositor is a party to (after any applicable grace period) or (2) the failure of the
Sub-Servicer to perform in any material respect any of its covenants or obligations contained in this Agreement regarding creating,
obtaining or delivering Exchange Act reporting items required for any party to the Pooling and Servicing Agreement to perform
its obligations under Article XI of the Pooling and Servicing Agreement or the Exchange Act reporting items required under
any other pooling and servicing agreement that the Depositor is a party to.


 


If
any Sub-Servicer Termination Event shall occur and be continuing, then, and in each and every such case, so long as such Sub-Servicer
Termination Event shall not have been remedied, the Master Servicer may terminate, by notice in writing to the Sub-Servicer, all
of the rights and obligations of the Sub-Servicer as Sub-Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof. From and after the receipt by the Sub-Servicer of such written notice, all authority and power of the Sub-Servicer
under this Agreement, whether with respect to the Mortgage Loans, or otherwise, shall pass to and be vested in the Master Servicer
pursuant to and under this Section 4.01, and, without limitation, the Master Servicer is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Sub-Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans, and related documents,
or otherwise. The Sub-Servicer agrees that if it is terminated pursuant to this Section 4.01, it shall promptly (and in
any event no later than five (5) Business Days subsequent to its receipt of the notice of termination) provide the Master Servicer
or the Successor Sub-Servicer, if applicable, with all documents and records (including, without limitation, those in electronic
form) requested by it to enable it to assume the Sub-Servicer’s functions hereunder, and shall cooperate with the Master
Servicer or Successor Sub-Servicer, if applicable, in effecting the termination of the Sub-Servicer’s responsibilities and
rights hereunder and the assumption by a successor of the Sub-Servicer’s obligations hereunder, including, without limitation,
the transfer within one (1) Business Day to the Master Servicer or the Successor Sub-Servicer, if applicable, for administration
by it of all cash amounts which shall at the time be or should have been credited by the Sub-Servicer to the Sub-Servicer Collection
Account, any Collection Account or any Servicing Account, or thereafter be received with respect to the Mortgage Loans (provided,
however, that the Sub-Servicer shall 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, and it and its directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 3.03 of this Agreement notwithstanding any such termination).


 


In
addition to any other rights the Master Servicer may have hereunder, if the Sub-Servicer fails to remit to the Master Servicer
any amounts when required to be remitted hereunder, the Sub-Servicer shall pay to the Master Servicer interest on the amount of
such late remittance at the rate of Wells Fargo Bank, National Association prime rate plus three percent (3%) per annum, applied
on a per diem basis for each day such remittance is late (i.e., said per


 



    24


     


    

 


annum rate divided by 365 multiplied by the number of
days late); but in no event shall such interest be greater than the maximum amount permitted by law.


 


In
addition to any other rights and remedies available to the Master Servicer hereunder or at law or equity, including, without limitation,
the right to a recovery of damages, the Master Servicer may impose, and if so imposed, the Sub-Servicer shall pay, the penalties
described in this paragraph for any failure by the Sub-Servicer to timely provide to the Master Servicer any report or certification
required by this Agreement to be provided to the Master Servicer, the Collection Report required by this Agreement, the remittance
report in the form of Exhibit G required by this Agreement, or the account reconciliations required by this Agreement (and,
with respect to the account reconciliations, such failure continues unremedied for thirty (30) days after the time within which
they are required to be delivered) (each such failure referred to herein as a “Sub-Servicer Delinquency”).
The Master Servicer may impose on the Sub-Servicer a penalty of $500.00 for the first Sub-Servicer Delinquency to occur hereunder
(“Initial Sub-Servicer Delinquency”), a penalty of $1,000.00 for the next Sub-Servicer Delinquency occurring
within two (2) years following an Initial Sub-Servicer Delinquency, and a penalty of $1,500.00 for any other Sub-Servicer Delinquency
occurring within two (2) years following an Initial Sub-Servicer Delinquency; provided, however, that if no Sub-Servicer Delinquency
occurs during any two (2) year period, the first Sub-Servicer Delinquency thereafter shall be deemed to be an “Initial Sub-Servicer
Delinquency”. The penalties provided for in this paragraph are not intended to constitute liquidated damages. The rights
and remedies of the Master Servicer under this Agreement are cumulative with, and not exclusive of, any other rights or remedies
which it would otherwise have.


 


Section
4.02     Waiver of Defaults.


 


The
Master Servicer may waive any default by the Sub-Servicer in the performance of its obligations hereunder and its consequences.
Upon any such waiver of a past default, such default shall cease to exist, and any Sub-Servicer Termination Event arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so waived.


 


Section
4.03     Other Remedies of Master Servicer.


 


During
the continuance of any Sub-Servicer Termination Event, so long as such Sub-Servicer Termination Event shall not have been remedied,
the Master Servicer, in addition to the rights specified in Section 4.01 of this Agreement, shall have the right, in its
own name, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies (including
the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall
be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay
or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Sub-Servicer
Termination Event.


 



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ARTICLE
V



TERMINATION


 


Section
5.01     Termination.


 


(a)          Except
as otherwise specifically set forth herein, the rights, obligations and responsibilities of the Sub-Servicer shall terminate (without
payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation of the last Mortgage
Loan and the remittance of all funds due hereunder or as to a particular Mortgage Loan, if that Mortgage Loan becomes an REO Loan
or the related Mortgaged Property becomes REO Property; (ii) by mutual consent of the Sub-Servicer and the Master Servicer in
writing; (iii) pursuant to Section 5.02 of this Agreement; (iv) at the option of any purchaser of one or more Mortgage
Loans pursuant to the Pooling and Servicing Agreement, upon such purchase and only with respect to such Mortgage Loan(s), subject
to the Sub-Servicer’s rights to retain accrued and unpaid Sub-Servicing Fees; (v) upon a Mortgage Loan becoming a Specially
Serviced Loan and only with respect to such Mortgage Loan; or (vi) upon termination of the Pooling and Servicing Agreement. Notwithstanding
anything herein to the contrary, the Sub-Servicer shall not receive any Sub-Servicing Fee upon termination of this Agreement.


 


Section
5.02     Termination With Cause.


 


The
Master Servicer may, at its sole option, terminate any rights the Sub-Servicer may have hereunder with respect to the Mortgage
Loans as provided in Section 4.01 of this Agreement upon the occurrence of a Sub-Servicer Termination Event.


 


Any
notice of termination shall be in writing and delivered to the Sub-Servicer as provided in Section 6.05 of this Agreement.


 


Section
5.03     Reserved.


 


Section
5.04     Termination of Duties with Respect to Specially Serviced Loans.


 


At
such time as any Mortgage Loan becomes a Specially Serviced Loan, the obligations and duties of the Sub-Servicer set forth herein
with respect to such Specially Serviced Loan shall cease and such Mortgage Loan shall no longer be subject to this Agreement.


 


ARTICLE
VI



MISCELLANEOUS


 


Section
6.01     Successor to the Sub-Servicer.


 


Prior
to the termination of the Sub-Servicer’s responsibilities and duties under this Agreement pursuant to Sections 3.04,
4.01, 5.01 or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Sub-Servicer’s
responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies the criteria
for a successor Sub-Servicer in Section 3.02 of this Agreement and which shall succeed to all rights


 



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and assume all of
the responsibilities, duties and liabilities of the Sub-Servicer under this Agreement accruing following the termination of the
Sub-Servicer’s responsibilities, duties and liabilities under this Agreement.


 


Section
6.02     Financial Statements.


 


The
Sub-Servicer shall, upon the request of the Master Servicer, make available its financial statements and other records relevant
to the performance of the Sub-Servicer’s obligations hereunder. It is acknowledged that the Sub-Servicer and the Master
Servicer have entered into that certain confidentiality and nondisclosure agreement dated August 8, 2013 (the “NDA”),
and that any financial statements and other information relating to the Sub-Servicer provided by the Sub-Servicer to the Master
Servicer pursuant to this Agreement for the purpose of enabling the Master Servicer to receive information related to sub-servicer
reviews are subject to the terms of the NDA by its terms; provided that information regarding the Mortgage Loans, the Mortgagors
or Mortgaged Properties shall not be subject to the NDA; and provided, further, that the NDA shall not be deemed to restrict the
Master Servicer’s use of information for the purpose of evaluating the Sub-Servicer’s performance under, and compliance
with, this Agreement.


 


Section
6.03     Closing.


 


The
closing for the commencement of the Sub-Servicer to perform the servicing responsibilities under this Agreement with respect to
the Mortgage Loans shall take place on the Closing Date. At the Master Servicer’s option, the closing shall be either by
telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall
agree.


 


The
closing shall be subject to the execution and delivery of the Pooling and Servicing Agreement by the parties thereto.


 


Section
6.04     Closing Documents.


 


The
Closing Documents shall consist of all of the following documents:


 


(a)          to
be provided by the Sub-Servicer:


 


(1)          this
Agreement executed by the Sub-Servicer;


 


(2)          an
Officer’s Certificate of the Sub-Servicer, dated the Closing Date and in the form of Exhibit B hereto, including
all attachments thereto;


 


(3)          Reserved;
and


 


(4)          the
account certifications in the form of Exhibit F hereto required by Sections 3.01(c)(4) and (8) of this Agreement,
fully completed; and


 


(b)          to
be provided by the Master Servicer:


 



    27


     


    

 


(1)          this
Agreement executed by the Master Servicer; and


 


(2)          the
Mortgage Loan Schedule, with one copy to be attached to each counterpart of this Agreement as Exhibit A hereto;
and


 


(3)          the
Pooling and Servicing Agreement substantially in the form of Exhibit C hereto.


 


Section
6.05     Notices.


 


All
demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered
to the following addresses:


 


(i)           if
to the Master Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor





MAC
D1050-084

Charlotte, North Carolina 28202

Reference: UBS 2018-C10 Asset Manager


 


with
a copy to:



Wells Fargo Bank, National Association

Legal Department

301 S. College St., TW-30

D1053-300





Charlotte,
North Carolina 28202

Reference: Commercial Mortgage Servicing Legal Support


 


with
a copy to:


 


K&L
Gates LLP





Hearst
Tower, 47th Floor





214
North Tryon Street





Charlotte,
North Carolina 28202





Attention:
Stacy G. Ackermann, Esq.


 


(ii)          if
to the Sub-Servicer:


 


Berkeley
Point Capital LLC

One Beacon Street, 14th Floor

Boston, MA 02108

Attention: Director and Head of Servicing


 



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with
a copy to:


 


Berkeley
Point Capital LLC

7700 Wisconsin Avenue, Suite 1100 


Bethesda,
MD 20814

Attention: Raqual Crea-Legal Department


 


or
such other address as may hereafter be furnished to the other party by like notice.


 


Section
6.06     Severability Clause.


 


Any
part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable
such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of
law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation
or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good faith, to develop a structure the economic effect of which is nearly as possible the same as
the economic effect of this Agreement without regard to such invalidity.


 


Section
6.07     Counterparts.


 


This
Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.


 


Section
6.08     Governing Law.


 


This
Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted
by Federal Law.


 


Section
6.09     Protection of Confidential Information.


 


The
Sub-Servicer shall keep confidential and shall not divulge to any party other than the Master Servicer, the Depositor, the Special
Servicer or the Trustee, without the Master Servicer’s prior written consent, any information pertaining to the Mortgage
Loans or any borrower thereunder, except to the extent that it is appropriate for the Sub-Servicer to do so in working with legal
counsel, auditors, taxing authorities or other governmental agencies or in accordance with this Agreement.


 



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Section
6.10     Intention of the Parties.


 


It
is the intention of the parties that the Master Servicer is conveying, and the Sub-Servicer is receiving, only a contract for
servicing the Mortgage Loans. Accordingly, the parties hereby acknowledge that the Trustee remains the sole and absolute beneficial
owner of the Mortgage Loans and all rights related thereto.


 


Section
6.11     Third Party Beneficiary.


 


The
Trustee, for the benefit of the Certificateholders, and the Trustee, as holder of the Lower-Tier Regular Interests, shall be a
third party beneficiary under this Agreement; provided that, except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer hereunder as contemplated by Section 6.12 of this Agreement, none of the Trustee, the Trust, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer or any Certificateholder
shall have any duties under this Agreement or any liabilities arising herefrom. The Depositor and each Certification Party shall
be a third party beneficiary under this Agreement solely with respect to the obligations of the Sub-Servicer under Section
3.01(c)(39) of this Agreement.


 


Section
6.12     Successors and Assigns; Assignment of Agreement.


 


This
Agreement shall bind and inure to the benefit of and be enforceable by the Sub-Servicer and the Master Servicer and the respective
successors and assigns of the Sub-Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated
by the Sub-Servicer to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any
reason no longer act in such capacity under the Pooling and Servicing Agreement (including by reason of a Servicer Termination
Event), the Trustee or its designee or any other successor to the Master Servicer may thereupon assume all of the rights and,
except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement, subject
to the Sub-Servicer’s rights hereunder, including the right to retain accrued and unpaid Sub-Servicing Fees.


 


Section
6.13     Waivers.


 


No
term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.


 


Section
6.14     Exhibits.


 


The
Exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.


 


Section
6.15     General Interpretive Principles.


 


The
article and section headings are for convenience of a reference only, and shall not limit or otherwise affect the meaning hereof.


 



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Section
6.16     Complete Agreement.


 


This
Agreement embodies the complete agreement between the parties regarding the subject matter hereof and may not be varied or terminated
except by a written agreement conforming to the provisions of Section 6.18 of this Agreement. All prior negotiations or
representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.


 


Section
6.17     Further Agreement.


 


The
Sub-Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional
documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.


 


Section
6.18     Amendments.


 


This
Agreement may only be amended with the consent of the Sub-Servicer and the Master Servicer. The Master Servicer shall not consent
to any modification to the Pooling and Servicing Agreement in any manner which would increase the obligations or limit the rights
of a Sub-Servicer under the Pooling and Servicing Agreement or under this Agreement without the prior written consent of the Sub-Servicer
(which consent shall not be unreasonably withheld).


 


Section
6.19     Exchange Act Rule 17g-5 Procedures.


 


(a)          Notwithstanding
any provision herein to the contrary but subject to Section 6.19(c) of this Agreement and except as required by law, the
Sub-Servicer shall not provide any information directly to, or communicate with, either orally or in writing, any Rating Agency
regarding the Certificates, the Mortgage Loans relevant to the Rating Agency’s surveillance of the Certificates or Mortgage
Loans, including, but not limited to, providing responses to inquiries from the Rating Agency regarding the Certificates or the
Mortgage Loans and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications,
responses and requests will be made by, the Master Servicer in accordance with the procedures required by the Pooling and Servicing
Agreement. To the extent that the Master Servicer is required to take any action under the Pooling and Servicing Agreement to
comply with Exchange Act Rule 17g-5, the Sub-Servicer shall cooperate and provide any information reasonably requested by the
Master Servicer to enable the Master Servicer to comply with such obligations.


 


(b)          The
Sub-Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and the Depositor and their respective
officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund
(each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs,
fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which
any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third party claim,
insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses
(including reasonable legal fees and expenses) arise out of or are based upon (i) the


 



    31


     


    

 


Sub-Servicer’s breach of this Section
6.19 or (ii) a determination by the Rating Agency that it cannot reasonably rely on representations made by the Depositor
or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause
(i) above by the Sub-Servicer, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.


 


(c)          None
of the foregoing restrictions in this Section 6.19 prohibit or restrict oral or written communications, or providing information,
between the Sub-Servicer and any Rating Agency with regard to (i) such Rating Agency’s review of the ratings it assigns
to the Sub-Servicer, (ii) such Rating Agency’s approval of the Sub-Servicer as a commercial mortgage master, special or
primary servicer or (iii) such Rating Agency’s evaluation of the Sub-Servicer’s servicing operations in general; provided,
however, that the Sub-Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to such Rating
Agency in connection with such review and evaluation by such Rating Agency unless (x) borrower, property or deal specific identifiers
are redacted; (y) the Master Servicer confirms to the Sub-Servicer in writing that 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 pursuant to the terms
of the Pooling and Servicing Agreement; 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.


 


Section
6.20     Notification to Sub-Servicer Concerning REO Property.


 


The
Master Servicer shall notify the Sub-Servicer if any Mortgage Loan becomes an REO Loan or if a related Mortgaged Property becomes
REO Property.


 


[SIGNATURES
ON NEXT PAGE]


 



    32


     


    

 



IN
WITNESS WHEREOF, the Sub-Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the date first above written.


  


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	Name: Nachette Hadden
	 	Title: Director



 


UBS
2018-C10
 Signature Page to Berkeley Point Sub-Servicing Agreement



 






     


     


    





IN
WITNESS WHEREOF, the Sub-Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the date first above written.


 





	 	Berkeley Point
    Capital LLC
	 	 	 
	 	By:	/s/ Nancy Guanci
	 	Name: Nancy Guanci
	 	Title: Director
	 	 	 
	 	By:	/s/ Leonarda Firmin
	 	Name: Leonarda Firmin
	 	Title: Vice President


  


UBS
2018-C10
 Signature Page to Berkeley Point Sub-Servicing Agreement



 






     


     


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


	Property
    Name	Cut-off
    Date 

Balance	Sub-Servicing
    Fee %
	 	 	 
	Seneca
    Ridge Apartments	$11,000,000	0.05000%


 






    A-1 


     


    

 


EXHIBIT
B


 


SUB-SERVICER’S
OFFICER’S CERTIFICATE


 


UBS
2018-C10


 


I,
[_____________], hereby certify that I am the duly elected [_________] of Berkeley Point Capital, LLC, a [___________] organized
under the laws of the State of [___________] (the “Sub-Servicer”) and further as follows:


 


		1.	Attached
                                         hereto as Exhibit 1 is a true, correct and complete copy of the [certificate
                                         of formation][articles of incorporation] of the Sub-Servicer which are in full force
                                         and effect on the date hereof and which have been in effect without amendment, waiver,
                                         rescission or modification since January 1, 2009.



 


		2.	Attached
                                         hereto as Exhibit 2 is a true, correct and complete copy of the [organization
                                         document] of the Sub-Servicer which are in effect on the date hereof and which have been
                                         in effect without amendment, waiver, rescission or modification since January 2009.



 


		3.	Attached
                                         hereto as Exhibit 3 is an original certificate of good standing of the
                                         Sub-Servicer, issued on [___________], and no event has occurred since the date thereof
                                         which would impair such standing.



 


		4.	Attached
                                         hereto as Exhibit 4 is a true, correct and complete copy of the corporate
                                         resolutions of the Board of Directors of the Sub-Servicer authorizing the Sub-Servicer
                                         to execute and deliver the Sub-Servicing Agreement, dated as of May 1, 2018 (the “Sub-Servicing
                                         Agreement”), by and between the Sub-Servicer and Wells Fargo Bank, National Association
                                         and such resolutions are in effect on the date hereof and have been in effect without
                                         amendment, waiver, rescission or modification since August 31, 2011.



 


		5.	Either
                                         (i) no consent, approval, authorization or order of any court or governmental agency
                                         or body is required for the execution, delivery and performance by the Sub-Servicer of
                                         or compliance by the Sub-Servicer with the Sub-Servicing Agreement or the consummation
                                         of the transactions contemplated by the Sub-Servicing Agreement; or (ii) any required
                                         consent, approval, authorization or order has been obtained by the Sub-Servicer.



 


		6.	Neither
                                         the consummation of the transactions contemplated by, nor the fulfillment of the terms
                                         of the Sub-Servicing Agreement, conflicts or will conflict with or results or will result
                                         in a breach of or constitutes or will constitute a default under the charter or by-laws
                                         of the Sub-Servicer, the terms of any indenture or other agreement or instrument to which
                                         the Sub-Servicer is a party or by which it is bound or to which it is subject, or any
                                         statute or order, rule, regulation, writ, injunction or decree of any court, governmental
                                         authority or regulatory body to which the Sub-Servicer is subject or by which it is bound.



 






    B-1


     


    

 


		7.	There
                                         is no action, suit, proceeding or investigation pending or to the best of my knowledge
                                         threatened against the Sub-Servicer which, in our judgment, either in any one instance
                                         or in the aggregate, may result in any material adverse change in the business, operations,
                                         financial conditions, properties or assets of the Sub-Servicer or in any material impairment
                                         of the right or ability of the Sub-Servicer to carry on its business substantially as
                                         now conducted or in any material liability on the part of the Sub-Servicer or which would
                                         draw into question the validity of the Sub-Servicing Agreement or of any action taken
                                         or to be taken in connection with the transactions contemplated hereby, or which would
                                         be likely to impair materially the ability of the Sub-Servicer to perform under the terms
                                         of the Sub-Servicing Agreement.



 


		8.	Each
                                         person listed on Exhibit 5 attached hereto who, as an officer or representative
                                         of the Sub-Servicer, signed the Sub-Servicing Agreement and any other document delivered
                                         prior hereto or on the date hereof in connection with the Sub-Servicing Agreement, was,
                                         at the respective times of such signing and delivery, and is now, a duly elected or appointed,
                                         qualified and acting officer or representative of the Sub-Servicer, who holds the office
                                         set forth opposite his or her name on Exhibit 5, and the signatures
                                         of such persons appearing on such documents are their genuine signatures.



 


		9.	The
                                         Sub-Servicer is duly authorized to engage in the transactions described and contemplated
                                         in the Sub-Servicing Agreement.



 


IN
WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Sub-Servicer.


 





	Dated:	 	 	By:	
 
	 	 	 	Name:
 Title:


 


I,
[_____________], an [____________] of Berkeley Point Capital LLC, hereby certify that [_________] is the duly elected, qualified
and acting Senior Vice President of the Sub-Servicer and that the signature appearing above is his genuine signature.


 


IN
WITNESS WHEREOF, I have hereunto signed my name.


 





	Dated:	 	 	By:	
 
	 	 	 	Name:
 Title:





 






    B-2


     


    

 


EXHIBIT
5


 


to



Sub-Servicer’s Officer’s Certificate








	Name	Title	Signature
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    B-3


     


    

 





EXHIBIT
C


 


POOLING
AND SERVICING AGREEMENT


 


Previously
Delivered.


 






    C-1 


     


    

 


EXHIBIT
D


 


[RESERVED]


 






    D-1 


     


    

 


EXHIBIT
E


 


QUARTERLY
SERVICING CERTIFICATION








	Sub-Servicer:	 


 





RE:    UBS
2018-C10


 


Pursuant
to the Servicing Agreement(s) between Wells Fargo Bank, National Association and the above referenced Sub-Servicer, we certify
that with respect to each mortgage loan and companion loan serviced by us for Wells Fargo Bank, National Association that as of
the quarter ending ____________________ except as otherwise noted below:


 


		●	All
                                         taxes, assessments and other governmental charges levied against the mortgaged premises,
                                         ground rents payable with respect to the mortgaged premises, if any, which would be delinquent
                                         if not paid, have been paid.



 


		●	All
                                         required insurance policies are in full force and effect on the mortgaged premises in
                                         the form and amount and with the coverage required by the loan documents.



 


		●	On
                                         all required insurance policies, the loss payee is in the name of the Trust.



 


		●	All
                                         UCC Financing statements have been renewed prior to expiration.



 


		●	All
                                         reserves are maintained and disbursed in accordance with the loan documents and no expired
                                         reserves exist.



 


		●	All
                                         letters of credit are transferred to the Trust as beneficiary and are properly renewed.



 


		●	Lockboxes
                                         are being serviced in accordance with loan documents.



 


		●	All
                                         required loan documents, third party reports and underwriting files are complete and
                                         all applicable loan documents have been properly assigned to the Trust.



 





	EXCEPTIONS: 	 
	 	 
	 	 



 





	Servicing Officer	 	Date







 






    E-1


     


    

  


EXHIBIT F


 


FORM OF ACCOUNT CERTIFICATION



UBS 2018-C10


 


Securitization: __________________________________________________________________________________________________________________


 


Sub Servicer: ___________________________________________________________________________________________________________________


 


	 	________	New Account	________	 Change of Account Information
	 	 	 
	Indicate purpose of account (check all that apply):	 	 
	 	 	 
	 	________	Principal & Interest	________	 Deposit Clearing
	 	________	Taxes & Insurance	________	 Disbursement Clearing
	 	________	Reserves (non-interest bearing)	________	 Suspense
	 	________	Reserves (interest bearing)	 	 


 


Account Number:  ________________________________________________________________________________________________________________


 


Account Name: __________________________________________________________________________________________________________________


 


Depository Institution (and Branch):


	 	 	 
	   	Name:	___________________________________________________________________________________________________________________
	 	 	 
	 	Street:	___________________________________________________________________________________________________________________


 


	 	 City, State,
    Zip:  ____________________________________________________________________________________________________________


 


	   	Rating Agency: _____________________________________________	Rating:	_______________________________________________________


 


Please note that the name of the account must follow the guideline
specifications detailed in the applicable agreement.


 


Prepared by: ____________________________________________________________________________________________________________________


 


Signature: ______________________________________________________________________________________________________________________


 


Title: __________________________________________________________________________________________________________________________


 


Date: __________________________________________________________________________________________________________________________


	 	 	 
	Telephone: _________________________________________________________	 	Fax: ______________________________________________


 






    F-1


     


    

 






EXHIBIT
G


 


FORM
OF


 


COLLECTION
REPORT


 


UBS 2018-C10


 


Month of ____________


 








	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16	17	18	19	20	21	22	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sched


        Addl


        Sub-Sub


        Fee

	 


        Neg Am/


        Deferred Int


        Amount

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub


        Serv


        ID

	Master


        Servicer


        Loan#

	Sub-


        Servicer


        Loan#

	

        Prosp


        ID

	Sched


        Due


        Date

	Begin


        Balance


        Prior to Pmt

	Ending


        Balance


        After Pmt

	Paid


        Thru


        Date

	Current


        Note


        Rate

	Sub-


        Servicer


        Fee Rate

	Sched


        Prin


        Pmt

	Sched


        Int


        Pmt

	Sched


        P&I


        Amount

	Sched


        Sub-Serv


        Fee

	Unsched


        Principal


        Rec’d

	Other


        Principal


        Adjust

	Other


        Interest


        Adjust

	Liq/


        Prepmt


        Date

	Prepmt


        Penalty / YM


        Rec’d

	Prepmt


        Int


        Exc/Short

	Liq/


        Prepmt


        Code

	T&I


        Advances


        O/S

	Pmt


        Eff Date


        Recd

	Actual


        Principal


        Rec’d

	Actual (Gross)


        Interest


        Rec’d

	Actual


        Sub-Servicer


        Fee Paid

	Addl


        Sub-Sub


        Fee Paid

	Actual (Net)


        Interest


        Rec’d

	Late


        Charges


        Rec’d

	Default


        Interest


        Rec’d

	Assum


        Fees


        Rec’d

	Addl


        Fees


        Rec’d

	 

         Remittance


        Amount

	Actual


        Loan


        Balance

	Total


        Reserve


        Balance

	Pmt


        Loan


        Status

	 

         

        Comments


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	 	0.00
    	0.00
    	 	0.00
    	 	0.00
    	0.00
    	0.00
    	 	 	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NET
    REMIT TO MS	 -
    	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	 	Loan Status	A - payment not received but still in grace period
	 	 	B - late payment but less than 1 month delinquent
	 	 	O - Current
	 	 	1 - One month delinquent
	 	 	2 - Two months delinquent
	 	 	3 - Three months delinquent
	 	 	4 - Assumed Schedule Payment
	 	 	5 - Prepaid in Full
	 	 	6 - Specially Serviced
	Prepared By	 	7 - in foreclosure
	Approved By	 	9 - REO
	 	 	10 - DPO
	 	 	11 - Modification







  






    G-1


     


    

 


EXHIBIT
H


 


FORM
OF CERTIFICATE OF INSURANCE








	Sub-Servicer:	 	 


  


RE:
UBS 2018-C10


 


Pursuant
to the Sub-Servicing Agreement(s) between Wells Fargo Bank, National Association and the above-named Sub-Servicer, we certify
with respect to the Mortgage Loans serviced by us for Wells Fargo Bank, National Association that all required insurance policies
are in full force and effect on the mortgaged premises in the form and amount and with the coverage required by the Servicing
Agreement(s).


 





	Servicing Officer	 	Date





 






    H-1


     


    




 


EXHIBIT I


 


NEW LEASE INFORMATION 


	 	 	 	 	 	 
	Loan #	 	Property Type:	 	Tenant:	 






	 	 
	Property Name/Address:	 




	 	 	 	 	 	 
	Term (Years, Months):	 	Sq Ft Gross Rentable:	 	  Net Rentable	 



	 	 	 	 
	Begin Lease Date:	 	 	   Retail



	 	 	 	 
	End Lease Date:	 	 	  Office



	 	 	 	 
	Occupancy Date (if diff):	 	 	 Other



 


	 	 	 	 
	Minimum Rent 	 	 	(S/SF/YR)






	 	 	 	 	 	 
	 	 	(Mo/Yr)	Escalation:	CPI	Other
	Change to	on	 	 	 	 
	Change to	on	 	 	 	 
	Change to	on	 	 	 	 
	Change to	on	 	 	 	 


 


Percentage Rent 




	 	 	 	 
	% Amount	For 	% Rent Due:	 
	 	For	 	Monthly
	 	Up to	 	Quarterly
	 	Up to	 	Annually




	 	 	 	 
	Breakpoint	(S/Yr)  	Sales Report Due:	 
	 	 	 	 	 




	 	 	(Mo/Yr)	 
	Change to	  on	 	Monthly
	Change to	  on	 	Quarterly
	Change to	  on	 	Annually


 


Recoveries 


	 	 	 	 	 
	Taxes	 	 	Per	 



	 	 	 	 	 
	Insurance	 	 	Per	 




	 	 	 	 	 
	Cam	 	 	Per	 



	 	 	 	 	 
	HVAC	 	 	Per	 




	 	 	 	 	 
	Adver/Promo	 	 	Per	 



	 	 	 	 	 
	 	 	 	Per	 


	 	 	 	 	 
	 	 	 	Per	 



 	 	 	 	 	 
	Management	 	 	Per	 


  






     I-1


     


    

 






Renewal Options 


	 	 	 	 	 
	Term	 	 	SF	 




	 	 	 	 	 
	Minimum rent	 	 	Gross Rentable	 




	 	 	 	 	 
	% Rent	 	 	Net Rentable	 


 


Landlord Costs




	 	 	 
	 	Alterations:	 




	 	 	 
	 	   Commissions: 	 




	 	 	 
	 	   Moving Allowances:	 




	 	 	 
	 	 Buyout Clauses:	 




	 	 	 
	 	Other:	 



	 	 
	Building Insurance Requirements
	 	Tenant maintains fire & ED on building(s); will need coverage to renew

Does not furnish building coverage

General liability naming landlord mortgagee as additional insured; will need 

coverage for 

review

General liability without mentioning landlord’s mortgagee; do not need coverage
	 	 
	Waiver of Subrogation
	 	
        N/A

Mutual; will need endorsement

Landlord only; will need endorsement

Tenant only; do not need endorsement

	 	 
	Comments:
	 	 
	Attachments:	 
	 	Original Lease

Original Subordination Agreement



  






     I-2


     


    




 


EXHIBIT
J


 


MONTHLY
ACCOUNTS CERTIFICATION








	Sub-Servicer:	 


 


RE:    UBS
2018-C10


 


Pursuant
to the Servicing Agreement(s) between Wells Fargo Bank, National Association and the above named Sub-Servicer, I certify with
respect to each transaction serviced by us, as noted above, for Wells Fargo Bank, National Association that as of the last day
of the calendar month immediately preceding the month in which this certificate is dated, all collection accounts and servicing
accounts have been properly reconciled and the reconciliations have been reviewed and approved by Sub-Servicer’s management,
except as otherwise noted below:


 





	EXCEPTIONS:	 
	 
	 


 


	 	 	 
	Servicing Officer	 	Date


 






    J-1