Exhibit 4.1 


 





EXECUTION
VERSION





	 



 


  





BANC
OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer


 


Midland
Loan Services, a Division of PNC Bank, National Association,

as General Special Servicer


 


NATIONAL
COOPERATIVE BANK, N.A.,

as NCB Master Servicer and as NCB Special Servicer


 


AEGON
USA REALTY ADVISORS, LLC,


as
Fair Oaks Mall Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 







 



 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of May 1, 2018


 





 



 




Commercial
Mortgage Pass-Through Certificates

Series 2018-BNK12


 


	 







     


     

    

 





TABLE
OF CONTENTS 


Page


 




	ARTICLE I


 


DEFINITIONS



	Section 1.01	Defined
    Terms	5
	Section 1.02	Certain
    Calculations	125
	 	 
	ARTICLE II


 


CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES



	 	 
	Section 2.01	Conveyance
    of Mortgage Loans	126
	Section 2.02	Acceptance
    by Trustee	133
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	139
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	155
	Section 2.05	Creation
    of the Grantor Trust	156
	 	 
	ARTICLE III


 


ADMINISTRATION AND SERVICING OF THE TRUST FUND



	 	 
	Section 3.01	Administration
    of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	156
	Section 3.02	Collection
    of Mortgage Loan Payments	165
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	171
	Section 3.04	The
    Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
    Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution
    Account and the Retained Certificate Gain-on-Sale Reserve Account	175
	Section 3.05	Permitted
    Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	182
	Section 3.06	Investment
    of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund	193
	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	195
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	201
	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	207
	Section 3.10	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	211



 



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	Section 3.11	Servicing
    Compensation	212
	Section 3.12	Inspections;
    Collection of Financial Statements; Delivery of Reports	220
	Section 3.13	Access
    to Certain Information	226
	Section 3.14	Title
    to REO Property; REO Account	240
	Section 3.15	Management
    of REO Property	241
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	244
	Section 3.17	Additional
    Obligations of Master Servicers and Special Servicers	251
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	253
	Section 3.19	Transfer
    of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report	267
	Section 3.20	Sub-Servicing
    Agreements	274
	Section 3.21	Interest
    Reserve Account	277
	Section 3.22	Directing
    Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers	278
	Section 3.23	Controlling
    Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers
    of Directing Certificateholder and the Risk Retention Consultation Party	278
	Section 3.24	Intercreditor
    Agreements	283
	Section 3.25	Rating
    Agency Confirmation	286
	Section 3.26	The
    Operating Advisor	288
	Section 3.27	Companion
    Paying Agent	296
	Section 3.28	Serviced
    Companion Noteholder Register	296
	Section 3.29	Certain
    Matters Relating to the Whole Loans	297
	Section 3.30	[RESERVED]	299
	Section 3.31	[RESERVED]	300
	Section 3.32	[RESERVED]	300
	Section 3.33	Delivery
    of Excluded Information to the Certificate Administrator	300
	 	 
	ARTICLE IV


 


DISTRIBUTIONS TO CERTIFICATEHOLDERS



	 	 
	Section 4.01	Distributions
    of Available Funds	300
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	311
	Section 4.03	P&I
    Advances	317
	Section 4.04	Allocation
    of Realized Losses	321
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	322
	Section 4.06	Grantor
    Trust Reporting	327
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	328






	Section 4.08	Secure
    Data Room	332



 






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	ARTICLE V 


 


THE CERTIFICATES



	 	 	 
	Section 5.01	The
    Certificates	333
	Section 5.02	Form
    and Registration	334
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	337
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	347
	Section 5.05	Persons
    Deemed Owners	347
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	347
	Section 5.07	Maintenance
    of Office or Agency	348
	Section 5.08 	Appointment
    of Certificate Administrator	349
	Section 5.09	[RESERVED]	349
	Section 5.10	Voting
    Procedures	349
	 	 
	ARTICLE VI


 


THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations reviewer, THE DIRECTING CERTIFICATEHOLDER AND THE Risk Retention Consultation Party



	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations
    Reviewer	351
	Section 6.02	Liability
    of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer.	357
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset
    Representations Reviewer	357
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations
    Reviewer and Others	359
	Section 6.05	Depositor,
    Master Servicers and Special Servicers Not to Resign	365
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicers and the Special Servicers	365
	Section 6.07 	The
    Master Servicers and the Special Servicers as Certificate Owner	366
	Section 6.08	The
    Directing Certificateholder and the Risk Retention Consultation Party	366
	Section 6.09	Knowledge
    of Wells Fargo Bank, National Association	375
	 	 
	ARTICLE VII


 


SERVICER TERMINATION EVENTS



	 	 
	Section 7.01	Servicer
    Termination Events; Master Servicers and Special Servicers Termination	375



 



    -iii- 


     

    

 





	Section 7.02	Trustee
    to Act; Appointment of Successor	384
	Section 7.03	Notification
    to Certificateholders	386
	Section 7.04	Waiver
    of Servicer Termination Events	386
	Section 7.05	Trustee
    as Maker of Advances	386
	 	 
	ARTICLE VIII


 


CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR



	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	387
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	388
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	391
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	391
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	391
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	393
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	393
	Section 8.08	Successor
    Trustee or Certificate Administrator	396
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	396
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	397
	Section 8.11	Appointment
    of Custodians	398
	Section 8.12	Representations
    and Warranties of the Trustee	398
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicers and Special Servicers	399
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	399
	Section 8.15	Compliance
    with the PATRIOT Act	401
	 	 
	ARTICLE IX


 


TERMINATION



	 	 
	Section 9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	401
	Section 9.02	Additional
    Termination Requirements	405
	 	 
	ARTICLE X


 


ADDITIONAL REMIC PROVISIONS



	 	 
	Section 10.01	REMIC
    Administration	406
	Section 10.02	Use
    of Agents	410
	Section 10.03	Depositor,
    Master Servicers and Special Servicers to Cooperate with Certificate Administrator	410
	Section 10.04	Appointment
    of REMIC Administrators	411



 



    -iv- 


     

    

 





	 	 
	ARTICLE XI


 


EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE



	 	 
	Section 11.01	Intent
    of the Parties; Reasonableness	412
	Section 11.02	Succession;
    Subcontractors	412
	Section 11.03	Filing
    Obligations	415
	Section 11.04	Form 10-D
    and Form ABS-EE Filings	416
	Section 11.05	Form 10-K
    Filings	420
	Section 11.06	Sarbanes-Oxley
    Certification	423
	Section 11.07	Form 8-K
    Filings	424
	Section 11.08	Form 15
    Filing.	426
	Section 11.09	Annual
    Compliance Statements	427
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	428
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	430
	Section 11.12	Indemnification	432
	Section 11.13	Amendments	434
	Section 11.14	Regulation
    AB Notices	434
	Section 11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	435
	Section 11.16	Certain
    Matters Regarding Significant Obligors	440
	Section 11.17	Impact
    of Cure Period	440
	 	 
	ARTICLE XII


  


THE ASSET REPRESENTATIONS REVIEWER



	 	 
	Section 12.01	Asset
    Review	441
	Section 12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	446
	Section 12.03	Resignation
    of the Asset Representations Reviewer	447
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	448
	Section 12.05	Termination
    of the Asset Representations Reviewer	448
	 	 
	ARTICLE XIII


 


MISCELLANEOUS PROVISIONS



	 	 
	Section 13.01	Amendment	451
	Section 13.02	Recordation
    of Agreement; Counterparts	456
	Section 13.03	Limitation
    on Rights of Certificateholders	456
	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	457
	Section 13.05	Notices	459
	Section 13.06	Severability
    of Provisions	466
	Section 13.07	Grant
    of a Security Interest	466
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	467
	Section 13.09	Article
    and Section Headings	467



 






    -v- 


     

    

 


	Section 13.10	Notices
    to the Rating Agencies	467


 





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







 






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







 






    -vii- 


     

    

  





	EXHIBIT TT	Form of Intercreditor Agreement
    and Subordination Agreement for NCB Co-op Mortgage Loans
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans (Other than NCB Co-op Mortgage
    Loans) with Significant Escrows or Reserves







 






    -viii- 


     

    

 


This
Pooling and Servicing Agreement is dated and effective as of May 1, 2018, among Banc of America Merrill Lynch Commercial Mortgage
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC
Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 


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


 



     


     

    

 





	Class Designation 
	 	Interest
                                         Rate 
	 	Original
                                         Lower-Tier Principal Amount 



	Class LA1	 	(1)	 	$	  33,530,000	 
	Class LA2	 	(1)	 	$	  76,220,000	 
	Class LASB	 	(1)	 	$	  36,500,000	 
	Class LA3	 	(1)	 	$	210,000,000	 
	Class LA4	 	(1)	 	$	243,028,000	 
	Class LAS	 	(1)	 	$	  83,470,000	 
	Class LB	 	(1)	 	$	39,596,000	 
	Class LC	 	(1)	 	$	40,665,000	 
	Class LD	 	(1)	 	$	 37,455,000	 
	Class LE	 	(1)	 	$	22,473,000	 
	Class LF	 	(1)	 	$	 8,561,000	 
	Class LG	 	(1)	 	$	24,613,456	 
	Class LR	 	None(2)	 	 	None	 
	LRR	 	(1)	 	$	45,058,497.70	 



 





 



  



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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class X-E,
Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates
and the RR Interest (exclusive of the portion of the RR Interest representing an interest in the Grantor Trust), each of which
is a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the
uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


THE
GRANTOR TRUST


 


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


 



     -2-


     


    

 





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


 


THE
CERTIFICATES


 


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


 


	Class of
                                         Certificates 
	 	Approximate
                                         Initial Pass-

                                         Through Rate 
	 	Original
                                         Certificate

                                         Balance or Notional

                                         Amount 

	Class A-1
    Certificates	 	3.08600%	 	$33,530,000
	Class A-2
    Certificates	 	4.07400%	 	$76,220,000
	Class A-SB
    Certificates	 	4.16500%(1)	 	$36,500,000
	Class A-3
    Certificates	 	3.99000%	 	 $210,000,000
	Class A-4
    Certificates	 	4.25500%(1)	 	 $243,028,000
	Class X-A
    Certificates	 	0.48552%(1)	 	 $599,278,000(2)
	Class X-B
    Certificates	 	0.04137%(1)	 	$123,066,000(2)
	Class X-D
    Certificates	 	1.55375%(1)	 	$37,455,000(2)
	Class X-E
    Certificates	 	1.50000%	 	$22,473,000(2)
	Class X-F
    Certificates	 	1.50000%	 	$8,561,000(2)
	Class X-G
    Certificates	 	1.50000%	 	$24,613,456(2)
	Class A-S
    Certificates	 	4.49275%(1)	 	$83,470,000
	Class B
    Certificates	 	4.55375%(1)	 	$39,596,000
	Class C
    Certificates	 	4.55375%(1)	 	$40,665,000
	Class D
    Certificates	 	3.00000%	 	$37,455,000
	Class E
    Certificates	 	3.05375%(1)	 	$22,473,000
	Class F
    Certificates	 	3.05375%(1)	 	$8,561,000
	Class G
    Certificates	 	3.05375%(1)	 	$24,613,456
	Class R
    Certificates	 	None	 	N/A(3)
	Class V
    Certificates	 	None	 	N/A(3)
	RR
    Interest	 	None(4)	 	$
    45,058,497.70



 





 



 






		(1)	The
                                         Pass-Through Rate for the Class A-SB, Class A-4, Class X-A, Class X-B,
                                         Class X-D, Class A-S, Class B, Class C, Class E, Class F and Class G Certificates
                                         will be calculated in accordance with the definition of “Class A-SB Pass-Through
                                         Rate”, “Class A-4 Pass-Through Rate”, “Class X-A Pass-Through
                                         Rate”, “Class X-B Pass-Through Rate”, “Class X-D
                                         Pass-Through Rate”, “Class A-S Pass-Through Rate”, “Class B Pass-Through
                                         Rate”, “Class C Pass-Through Rate”, “Class E Pass-Through Rate”,
                                         “Class F Pass-Through Rate” and “Class G Pass-Through Rate”,
                                         respectively.



 


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



 


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



 


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



 






     -3-


     


    

 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of
all payments of principal due on or before such date, whether or not received, equal to $901,169,954.


 


WHOLE
LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA	Mortgage
    Loan	Pari
    Passu Companion Loan(s)	Subordinate
    Companion Loan(s)
	1	CoolSprings
    Galleria	Serviced	N/A	Note
                                         A-1 

        Note
        A-2 
	Note
                                         A-3 

        Note
        A-4 
	N/A
	2	One
    Dulles Tower	Serviced	N/A	Note
    A-2	Note
    A-1	N/A
	3	Fair
    Oaks Mall	Serviced	N/A	Note
    A-1-1	Note
                                         A-1-2 

        Note
        A-2-1 

        Note
        A-2-2 

        Note
        A-2-3 
	Note
                                         B-1 

        Note
        B-2 

	4	Rittenhouse
    Hill	Serviced	N/A	Note
    A-1	Note
                                         A-2 

        Note
        A-3 
	N/A
	5	181
    Fremont Street	Non-Serviced	WFCM
    2018-C44	Note
    A-2	Note
                                         A-1 

        Note
        A-3 

        Note
        A-4 

        Note
        A-5 

        Note
        A-6-1 

        Note
        A-6-2 
	N/A
	6	Extra
    Space – TIAA Self Storage Portfolio	Non-Serviced	CGCMT
    2018-B2	Note
    A-3	Note
                                         A-1 

        Note
        A-2 
	N/A
	7	The
    Gateway	Non-Serviced	BANK
    2018-BNK11	Note
    A-2-B	Note
                                         A-1-A 

        Note
        A-1-B 

        Note
        A-2-A 
	Note
                                         B-1-A 

        Note
        B-1-B 

        Note
        B-2-A 

        Note
        B-2-B 

        Note
        C-1 

        Note
        C-2 

	8	Northwest
    Hotel Portfolio	Non-Serviced	WFCM
    2018-C44	Note
    A-3	Note
                                         A-1 

        Note
        A-2 
	N/A
	9	North
    Bay Portfolio	Non-Serviced	BANK
    2018-BNK11	Note
    A-2	Note
    A-1	N/A
	10	Apple
    Campus 3	Non-Serviced	BANK
    2018-BNK10	Note
    A-1-2	Note
                                         A-1-1 

        Note
        A-2 

        Note
        A-3 

        Note
        A-4 

        Note
        A-5 
	N/A


 


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


 


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


 






     -4-


     


    

 


the
extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“181
Fremont Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 7, 2018, by and between the
holders of the respective promissory notes evidencing the 181 Fremont Street Whole Loan, setting forth the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


“AB
Control Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent
term under the related AB Intercreditor Agreement. As of the Closing Date, the Fair Oaks Mall Whole Loan is a Serviced AB Whole
Loan related to the Trust.


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the
same may be further amended in accordance with the terms thereof. As of the Closing Date, the Fair Oaks Mall Intercreditor Agreement
and The Gateway Intercreditor Agreement are AB Intercreditor Agreements related to the Trust.


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a






     -5-


     


    

 


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


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. As of the Closing Date, the Fair Oaks Mall Mortgage Loan and The Gateway Mortgage Loan are AB Mortgage
Loans related to the Trust.


 


“AB
Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan. As of the Closing Date, the Fair
Oaks Mall Mortgaged Property and The Gateway Mortgaged Property are AB Mortgaged Properties related to the Trust.


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Intercreditor Agreement. As of the Closing Date, the Fair Oaks Mall Subordinate
Companion Loans and The Gateway Subordinate Companion Loans are AB Subordinate Companion Loans related to the Trust.


 


“AB
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. As of the Closing
Date, the Fair Oaks Mall Whole Loan and The Gateway Whole Loan are AB Whole Loans related to the Trust.


 


“AB
Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling
Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement. As of the Closing Date, with
respect to the Fair Oaks Mall Whole Loan, Annaly CRE LLC is an AB Whole Loan Controlling Holder.


 


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


 


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


 






     -6-


     


    

 


respect
to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially Serviced Loan) has determined
(i) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder,
(ii) after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation
Termination Event, after non-binding consultation with the Directing Certificateholder and (iii) with respect to any Specially
Serviced Loan, after non-binding consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) (or, in each case, with
respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced
AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement)), in its reasonable judgment,
based on inquiry consistent with the Servicing Standard, that either (a) such insurance is not available at commercially
reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged
Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is
not available at any rate; provided, however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan,
the Serviced AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related
Intercreditor Agreement) and the Risk Retention Consultation Party (if it has the right to consult pursuant to Section 6.08)
will not have more than thirty (30) days to respond to the applicable Master Servicer’s or the applicable Special Servicer’s,
as applicable, request for such consent or consultation, as applicable; provided, further, that upon the applicable Master Servicer’s
or the applicable Special Servicer’s, as applicable, determination consistent with the Servicing Standard, that exigent
circumstances do not allow the applicable Master Servicer or the applicable Special Servicer, as applicable, to consult with the
Directing Certificateholder, the Risk Retention Consultation Party or any applicable Serviced AB Whole Loan Controlling Holder,
as applicable, such Master Servicer or such Special Servicer, as applicable, is not required to do so. The applicable Master Servicer
(at its own expense) and the applicable Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance
consultants in making the determinations described above.


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans that accrue interest on an Actual/360 Basis.


 


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


 


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


 



     -7-


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Advisers
Act”: As defined in Section 5.03(t).


 


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


 


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


 


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


 


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


 


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


 


(a)
          the aggregate amount of all cash received on the Mortgage Loans (in
the case of a Non-Serviced Mortgage Loan, only to the extent received by the Trust pursuant to the related Non-Serviced
PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion of Loss of Value Payments deposited into
the Collection Accounts pursuant to Section 3.05(g) of this Agreement) and any REO Property (including


 






     -8-


     


    

 


Compensating
Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicers pursuant to Section 3.17(a))
on deposit in the Collection Accounts (in each case, exclusive of any amount on deposit in or credited to any portion of a Collection
Account that is held for the benefit of the Serviced Companion Holders) as of the close of business on the related P&I Advance
Date, exclusive of (without duplication):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           if
and to the extent not already included in clause (a), the aggregate amount transferred from the REO Accounts allocable
to the Mortgage Loans to the applicable


 






     -9-


     


    

 


Collection
Account for such Distribution Date pursuant to Section 3.14(c) if received by the applicable Master Servicer on or
prior to the related Determination Date;


 


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


 


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


 


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


 


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


 


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


 


“Aggregate
Principal Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount
equal to the sum of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and
(b) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Aggregate Principal
Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of
(A) Nonrecoverable Advances (including any


 


 



     -10-


     


    




 


servicing
advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections
on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included
in the Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts
paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided, further,
that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal
collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan),
such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which
such recovery occurs).


 


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


 


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


 


“Allocated
Collateral Deficiency Amount”: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such
Collateral Deficiency Amount.


 


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


 


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


 


“Apple
Campus 3 Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 13, 2018, by and between the
holders of the respective promissory notes evidencing the Apple Campus 3 Whole Loan, setting forth the relative rights of such
holders, as the same may be amended in accordance with the terms thereof.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 






     -11-


     


    

 


Deposit
Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA) relating to real estate appraisals and
evaluations used to support real estate-related financial transactions, as amended from time to time. Any Appraisal ordered
by the applicable Master Servicer or applicable Special Servicer shall be performed by an Independent MAI-designated appraiser.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated
by the applicable Special Servicer (and, prior to the occurrence and continuance of a Consultation Termination Event, in consultation
with the Directing Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder),
and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder
(except with respect to an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a
Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least
ten (10) Business Days following the later of (i) the date on which the applicable Special Servicer receives an Appraisal (together
with information requested by the applicable Special Servicer from the applicable Master Servicer in accordance with Section
4.05 of this Agreement that is in the possession of the applicable Master Servicer and reasonably necessary to calculate the
Appraisal Reduction Amount) or conducts a valuation as described below and (ii) the occurrence of such Appraisal Reduction Event,
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged
Property as determined (1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that Mortgage
Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case
may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the applicable
Master Servicer as an Advance) or (2) by an internal valuation performed by the applicable Special Servicer (or at the applicable
Special Servicer’s election, by one or more MAI appraisals obtained by the applicable Special Servicer) with respect to
any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward
adjustments as the applicable Special Servicer may make (without implying any obligation to do so) based upon its review of the
Appraisals and any other information it deems relevant; provided that, in the case of an NCB Co-op Mortgage Loan, such Appraised
Value shall be determined (i) except as provided in clause (ii) below, in the case of each Mortgaged Property, assuming such Mortgaged
Property is operated as a residential cooperative with such value, in general, to equal the sum of (x) the gross share value of
all cooperative units in such residential cooperative property (applying a discount for units that are subject to existing rent
regulated, rent stabilized or rent controlled rental tenants as and if deemed appropriate by the appraiser), based in part on
various comparable sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt encumbering
such residential cooperative property and (ii) if the applicable Special Servicer determines, in accordance with the Servicing
Standard, that there is no reasonable expectation that the related Mortgaged Property will be operated as a residential cooperative
following any work-out or liquidation of the related Mortgage Loan, assuming such Mortgaged Property is operated as a multifamily
rental property; and (B) all escrows, letters of credit and


 






     -12-


     


    

 


reserves
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of,
as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the
applicable Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may
be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid
interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan
and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of
such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage
Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance
premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest
whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes,
premiums, ground rents and other amounts have not been the subject of an Advance by the applicable Master Servicer, the applicable
Special Servicer or the Trustee, as applicable); provided, however, that without limiting the applicable Special
Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the applicable Special Servicer has
not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal
Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition
of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days
or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related
Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated
Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation
referred to above is received (together with information reasonably requested by the applicable Special Servicer from the applicable
Master Servicer in accordance with Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction
Amount) or performed by the applicable Special Servicer and the Appraisal Reduction Amount is calculated by the applicable Special
Servicer as of the first Determination Date that is at least ten (10) Business Days after the later of (a) the applicable Special
Servicer’s receipt of such Appraisal or the completion of the valuation and receipt of information from the applicable Master
Servicer in the Master Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount and (b)
the occurrence of such Appraisal Reduction Event. Within sixty (60) days after the Appraisal Reduction Event, the applicable Special
Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the applicable Master
Servicer as a Servicing Advance); provided, further, however, that with respect to an Appraisal Reduction
Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall
order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i),
and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction
Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90)
day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided,
further, however, that in no event shall the applicable Special Servicer be required to order any such Appraisal
prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case,
the related Appraisal shall be


 






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promptly
delivered in electronic format by the applicable Special Servicer to the applicable Master Servicer and the Directing Certificateholder
(but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination
Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder), the Certificate Administrator
and the Trustee. In connection with any Appraisal Reduction Amount, the applicable Master Servicer shall provide the applicable
Special Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any
such request. No Master Servicer shall calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without
regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in
respect of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a
reduction in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable,
or a change in any other material economic term of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, by the applicable Special Servicer, (iii) thirty (30) days after
the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on
which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise
dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed
with respect to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs
in respect of a Balloon Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable,
except where a refinancing or sale is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage
Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after


 






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such
uncured delinquency, and (vii) immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as
applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv)
shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that an Appraisal
Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates
have been reduced to zero. The applicable Special Servicer shall notify the applicable Master Servicer, the Directing Certificateholder,
and the Operating Advisor, if applicable, or the applicable Master Servicer shall notify the applicable Special Servicer and the
Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing
events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the
provisions of Section 4.05.


 


“Appraisal
Review Period”: As defined in Section 1.01(a)(ii).


 


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


 


“Appraised
Value”: (i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property and a Mortgaged
Property securing an NCB Co-op Mortgage Loan), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged
Property securing the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable, (ii) with respect
to each Mortgaged Property securing an NCB Co-op Mortgage Loan, the Appraised Value thereof based upon the most recent Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement and determined as if such property were operated as a residential
cooperative (such “Appraised Value” generally equals the sum of (x) the gross share value of all cooperative units
in such residential cooperative property (applying a discount for units that are subject to existing rent-regulated or rent-controlled
rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment
units in the market, plus (y) the amount of the underlying debt encumbering such residential cooperative property) and (iii) with
respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable
Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0%
or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion
of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end
of the applicable Collection Period are Delinquent Loans or (2) (A) prior to and including the second (2nd) anniversary of the
Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the
outstanding Principal Balance of such Delinquent Loans in the aggregate constitutes at least 15% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding
to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period,
or (B) after the second (2nd) anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of
the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes
at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans
(or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust
as of the end of the applicable Collection Period.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Balloon
Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered
into as of the Closing Date provides for an


 






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amortization
schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date.


 


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


 


“BANK
2018-BNK10 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of February 1, 2018, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
Torchlight Loan Services, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and NCB special
servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.


 


“BANK
2018-BNK11 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of April 1, 2018, among Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer
and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


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


 


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


 


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


 


“Borrower
Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower
Party Affiliate. For the avoidance of doubt, with respect to an NCB Co-op Mortgage Loan, a person shall not be considered a “Borrower
Party” solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests
in the related borrower or owning one or more residential cooperative units comprising the related Mortgaged Property as a result
of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).


 


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


 






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by
contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, as executed and delivered
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt,
the RR Interest shall be a Certificate.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00805%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 






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Class of
Principal Balance Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)).


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant
to this Agreement, any Certificate registered in the name of or beneficially owned by either Master Servicer, any Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor,
any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding
(provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder
shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded
Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by a Special Servicer or
an Affiliate thereof shall not be deemed to be outstanding as to such Special Servicer or such Affiliate solely with respect to
any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any
such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of either Master
Servicer, any Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or
waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder
or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller,
solely with respect to any related Mortgage Loan subject to the Asset Review); provided, further, that so long as there is no
Servicer Termination Event with respect to a Master Servicer or a Special Servicer, as applicable, such Master Servicer and such
Special Servicer or any such Affiliate thereof shall be entitled to exercise such Voting Rights with respect to any issue which
could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder;
and provided, further, that such restrictions shall not apply to (i) the exercise of any Special Servicer’s, either
Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling
Class or (ii) any Affiliate of the Depositor, either


 






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Master
Servicer, any Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which
it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the
Depositor, such Master Servicer, such Special Servicer, the Trustee or the Certificate Administrator, as applicable. The Trustee
and the Certificate Administrator shall each be entitled to request and rely upon a certificate of any Master Servicer, any Special
Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references
herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein;
provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the
Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“CGCMT
2018-B2 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of March 1, 2018, among Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee.


 


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


 


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


 



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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.08600%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.07400%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.99000%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.25500%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date less (ii) 0.0610%, but not less than 0.0000%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.16500%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 



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


 


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


 


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


 


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


 


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


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.00000%.


 


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


 


“Class E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date less (ii) 1.5000%, but not less than 0.0000%.


 


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


 


“Class F
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date less (ii) 1.5000%, but not less than 0.0000%.


 


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


 


“Class G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date less (ii) 1.5000%, but not less than 0.0000%.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Class V
Certificate”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially
the form set forth in Exhibit A-3 and designated as a Class V Certificate, and evidencing undivided beneficial
ownership of the Class V Specific Grantor Trust Assets.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 










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


 


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


 


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


 


“Class X-E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.50000%.


 


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


 


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


 


“Class X-F
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.50000%.


 


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


 


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


 



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“Class X-G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.50000%.


 


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


 


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


 


“Closing
Date”: May 30, 2018.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


With
respect to any Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection
with this definition shall be determined on an “as-is” basis.


 



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“Collection
Account”: A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer, shall
be entitled “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “National Cooperative
Bank, N.A., as NCB Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2018-BNK12 Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Collection Account”. Any such
account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that
each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent
set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that
is part of the applicable Collection Account shall be for the benefit of the related Serviced Companion Noteholders, to the extent
funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, any Trust REMIC
or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall
be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion
Noteholders of the Serviced Companion Loans, relating to the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust,
any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion
Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and
the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second
paragraph of Section 3.04(b).


 


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


 



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“Companion
Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With
respect to each Whole Loan, the Pari Passu Companion Loan(s) and the AB Subordinate Companion Loan(s) (if any) are evidenced by
the promissory notes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement,
as such promissory notes may be further divided.


 


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


 


“Companion
Paying Agent”: With respect to the Serviced Companion Loans, if any, the General Master Servicer in its role as Companion
Paying Agent appointed pursuant to Section 3.25(c).


 


“Compensating
Interest Payment”: With respect to each Master Servicer, an aggregate amount as of any Distribution Date equal to the
lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments
received in respect of the Mortgage Loans (other than Non–Serviced Mortgage Loans) for which such Master Servicer is acting
as Master Servicer and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan
or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the applicable Special Servicer allowed a prepayment
on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of such Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than
a Non–Serviced Mortgage Loan), Serviced Pari Passu Companion Loan and REO Loan for which such Master Servicer is acting
as Master Servicer for which Servicing Fees are being paid to such Master Servicer in such Collection Period, calculated at a
rate of 0.002500% per annum, (B) all Prepayment Interest Excesses received by such Master Servicer during such Collection
Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan
is serviced hereunder, any related Serviced Pari Passu Companion Loan) for which such Master Servicer is acting as Master
Servicer subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings
payable to such Master Servicer for such Collection Period received by such Master Servicer during such Collection Period with
respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which such Master Servicer is acting as Master
Servicer or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the
rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment
Interest Shortfall occurs with respect to a Mortgage Loan as a result of the applicable Master Servicer’s allowing the related
Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding
Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related
Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order
or otherwise in such circumstances where the applicable Master Servicer is required to accept such Principal Prepayment in accordance
with the Servicing Standard, (Y)(i) at the request or with the consent of the applicable Special Servicer, or (ii) so long
as no Control Termination Event has occurred and is continuing, and other than with respect to an Excluded


 






     -29-


     


    

 


Loan
as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, at the request or with the consent
of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then
for purposes of calculating the Compensating Interest Payment for the related Distribution Date, such Master Servicer shall pay,
without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments. No Master Servicer shall
be required to make any Compensating Interest Payment as a result of any prepayments on Mortgage Loans or Companion Loans for
which it does not act as Master Servicer or on any AB Subordinate Companion Loan.


 


For
the avoidance of doubt, Compensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective
principal balances and the applicable Master Servicer shall pay the portion of such Compensating Interest Payments allocable to
the related Serviced Pari Passu Companion Loan(s) to the related Non-Serviced Master Servicer.


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Allocated Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class E Certificates
is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class E
Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;
provided that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related
to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to a Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination
Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible
Certificates and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.


 


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


 


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


 


“Control
Termination Event”: The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account
the application of any Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) being allocated to less than 25% of the Original Certificate Balance of
such Class or (ii) a Holder of the Class E Certificates becoming the majority Controlling Class Certificateholder and
has irrevocably waived its right, in writing, to exercise any of the rights of


 






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the
Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder
pursuant to Section 3.23(l); provided that no Control Termination Event may occur with respect to a Loan-Specific
Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall
not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall not be deemed continuing in the event that the Certificate Balances of
the Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal
payments on the Mortgage Loans.


 


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


 


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


 


“Controlling
Companion Loan”: With respect to a Servicing Shift Whole Loan, the 181 Fremont Street Whole Loan or The Gateway Whole
Loan, the related Companion Loan which, in accordance with the related Intercreditor Agreement, will be the “Control Note”
or similarly defined term as identified in the related Intercreditor Agreement after the securitization of such Companion Loan.
As of the Closing Date, the 181 Fremont Street Note A-1 is a Controlling Companion Loan related to the Trust.


 


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


 


“CoolSprings
Galleria Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of May 30, 2018, by and between
the holders of the respective promissory notes evidencing the CoolSprings Galleria Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with


 






     -31-


     


    

 


respect
to this Agreement shall be administered, which office at the date of the execution of this Agreement is located (i) with
respect to Certificate transfers and surrenders, at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis,
Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee BANK 2018-BNK12; and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services (CMBS), BANK 2018-BNK12.


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC
Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or
such other form for the presentation of


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to
time be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable
to the Master Servicers.


 


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


 


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


 


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


 


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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying
Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan
Group (including the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase or
replacement and (c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined
at the time of repurchase or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of
the related Mortgage Loan Seller shall not be greater than the least of (a) the loan-to-value ratio, expressed as
a whole number percentage (taken to one decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed
Underlying Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the loan-to-value ratio, expressed as a whole
number percentage (taken to one decimal place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed
Underlying Loan(s) at the time of repurchase or substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at
its expense, shall


 






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have
furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase
or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller
causes the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining
related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights
against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising
enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with
respect to any Excluded Loan with respect to the Directing Certificateholder) unless a Control Termination Event has occurred
and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed
Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


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


 


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


 


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


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in May 2018, or with respect to
any Mortgage Loan that has its first Due Date after May 2018, the date that would have otherwise been the related Due Date in
May 2018.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 






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the
applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder.


 


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


 


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


 


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


 


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


 


“Depositor”:
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation, or its successor in interest.


 


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


 


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


 


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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day), commencing in June 2018.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(x)               
other than with respect to an NCB Co-op Mortgage Loan, any property management agreement relating to a Mortgage Loan or a Serviced
Whole Loan;


 


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


 


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


 


(xiii)            
any related mezzanine intercreditor agreement;


 


(xiv)            
all related environmental reports; and


 


(xv)             
all related environmental insurance policies;


 


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


 


(c)           other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property) or a property
securing an NCB Co-op Mortgage Loan, copies of a rent roll;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(k)           a copy of all zoning reports;


 


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


 


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


 


(n)           a copy of all UCC searches;


 


(o)           a copy of all litigation searches;


 


(p)           a copy of all bankruptcy searches;


 


(q)           a copy of any origination settlement statement;


 


(r)            a copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Directing
Certificateholder”: (A) With respect to a Servicing Shift Whole Loan, the Directing Certificateholder shall be the related
Loan-Specific Directing Certificateholder, and (B) with respect to each Mortgage Loan (other than each Servicing Shift Mortgage
Loan), the initial Directing Certificateholder shall be Ellington Management Group LLC. Thereafter, with respect to the Mortgage
Loans described in clause (B) of the first sentence of this definition, the Directing Certificateholder shall be the Controlling
Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders
(by Certificate Balance, as determined by the Certificate Registrar) from time to time; provided, however, that
(i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the
Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided, however,
that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance
of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this
Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder, as
described in clause (B) of the first sentence of this definition shall only retain its consultation rights to the extent specifically
provided for herein. After the occurrence of a Consultation Termination Event, there will be no Directing Certificateholder as
described in clause (B) of the first sentence of this definition. The Depositor shall promptly provide the name and contact
information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party
may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder
has elected to irrevocably waive its right to appoint a Directing Certificateholder, as described in clause (B) of the first
sentence of this definition, or to exercise any of the rights of the Controlling Class Certificateholder, there will be no
such Directing Certificateholder and no party will be entitled to exercise any of the rights of such Directing Certificateholder
until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) hereof and
a new such Directing Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such
parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest
in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.


 


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


 






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to
such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the applicable Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust,
any Mortgagor, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser
of any such Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure
of any such Mortgage Loan or Serviced Companion Loan, the management or disposition of such REO Property, and the performance
by the applicable Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than
(1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the applicable Special Servicer
is entitled pursuant to Section 3.11 of this Agreement or any Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in June 2018. The initial Distribution
Date shall be June 15, 2018.


 


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


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the
Depositor,


 






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Certificate
Administrator and the Master Servicers and (b) any report, file or document other than those listed in clause (a) above, any format
compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit
rating or long-term unsecured debt obligations or deposits of which are rated at least “A” by S&P, if the
deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “A-1” from S&P, if the deposits are to be held in such account for less
than thirty (30) days and (B) the long-term unsecured debt obligations or deposits of which are rated at least “A”
by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the
short-term debt obligations or deposits of which have a short-term rating of not less than “F1” from Fitch (to the
extent rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or
accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A” from S&P and “A” from Fitch (to the extent rated by Fitch)
(if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “A-1” from S&P and “F1”
from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iii)
an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long-term
unsecured debt or deposit rating shall be at least “A” from S&P and “A” from Fitch (to the extent
rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s
short term deposit or short term unsecured debt rating shall be at least “A-1” from S&P and “F1” from
Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iv) such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clause (i) or (iii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, either
Master Servicer or any Special Servicer; (v) any other account or accounts not listed in clause (i) or (iii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
either Master Servicer or any Special Servicer; (vi) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company and that, in either case, has corporate
trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company
is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b); or (vii) in the case
of Servicing Accounts or reserve accounts with respect to NCB Mortgage Loans with respect to amounts posted with the lender for
Escrow Payments, repairs, replacements, capital improvements and/or environmental testing and


 






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remediation
with respect to the related Mortgaged Property, for ongoing or threatened litigation or for any unit maintenance or rent receivables
or negative carry, any account maintained with NCB (provided that, if such account is not otherwise an Eligible Account, NCB has
a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear interest. No Eligible Account shall be evidenced
by a certificate of deposit, passbook or other similar instrument.


 


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


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has
not been a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns
with the special servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that
can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this
Agreement; (c) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, a Master
Servicer, a Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation Party or
a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates; (d) that has not been paid by any Special Servicer or successor
special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for
the appointment or recommendation for replacement of a successor special servicer to become a special servicer under this Agreement;
and (e) that (i) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-


 






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backed
securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (ii) has at least
five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed
commercial real estate assets.


 


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


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the applicable Special Servicer, and (b) with respect to a
Non-Specially Serviced Loan, (i) in the case of a Repurchase Request made by the applicable Special Servicer, the Directing Certificateholder
or a Controlling Class Certificateholder, the applicable Master Servicer, and (ii) in the case of a Repurchase Request made by
any Person other than the applicable Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder,
(A) prior to a Resolution Failure relating to such Non-Specially Serviced Loan, the applicable Master Servicer, and (B) from and
after a Resolution Failure relating to such Non-Specially Serviced Loan, the applicable Special Servicer, in each case pursuant
to Section 2.03(k)(iv).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest Grantor Trust Assets. The Class V Certificates shall be Excess
Interest Certificates.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK12, Class V Certificates and the RR Interest, Excess Interest Distribution Account”, and
which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be
held solely for the benefit of the Holders of the Class V Certificates and the RR Interest. The Excess Interest Distribution
Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof.


 


“Excess
Modification Fee Amount”: With respect to any Master Servicer or Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the applicable Master Servicer or the applicable Special Servicer, as applicable, as compensation
within the prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those fees
have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver,
extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid
or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the
extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as
applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees
as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With
respect to


 






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each
of the Master Servicers and the Special Servicers, the Excess Modification Fees collected and earned by such Person from the related
Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related
Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject
to a cap of 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the
closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension,
waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


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


 


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


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder,
as applicable, shall provide notice in the form of Exhibit P-1E hereto to the applicable Master Servicer, the
applicable Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically
delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling
Class Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder
shall also send to the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto, which
notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice
shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling
Class Holders related to the Trust.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination,
the Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt,
if a Mortgage Loan or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not
an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. As of the
Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 






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


 


“Excluded
Loan”: With respect to (a) the Directing Certificateholder or the Holder of the majority of the Controlling Class,
any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party or (b) the Risk Retention Consultation Party or the Holder of the majority
of the RR Interest, any Mortgage Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party
or the Holder of the majority of the RR Interest is a Borrower Party. For the avoidance of doubt, any Excluded Loan as to either
the Directing Certificateholder or the Holder of the majority of the Controlling Class is also an Excluded Controlling Class Loan.
As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
applicable Master Servicer or the applicable Excluded Special Servicer supporting any determination that any Advance was (or,
if made, would be) a Nonrecoverable Advance, or such other information and reports designated as


 






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Excluded
Special Servicer Information by the applicable Excluded Special Servicer, the applicable Master Servicer or the Operating Advisor,
as applicable, in each case, other than information with respect to such Excluded Special Servicer Loan(s) that is aggregated
with information with respect to the other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special
Servicer Loan File relating to any Excluded Special Servicer Loan) and any Schedule AL Additional File shall not be considered
“Excluded Special Servicer Information”.


 


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


 


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


 


“Extra
Space – TIAA Self Storage Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated
as of February 2, 2018, by and between the holders of the respective promissory notes evidencing the Extra Space – TIAA
Self Storage Portfolio Whole Loan, setting forth the relative rights of such holders, as the same may be amended in accordance
with the terms thereof.


 


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


 


“Fair
Oaks Mall Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of April 27, 2018, by and
between the holders of the respective promissory notes evidencing the Fair Oaks Mall Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the applicable Special Servicer to the Directing Certificateholder or the Risk
Retention Consultation Party which does not include any communication (other than the related Asset Status Report) between the
applicable Special Servicer and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially
Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, so long as no Control Termination Event has occurred and is continuing,
no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder has either
finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights
of approval and consent pursuant to Section 3.19, or has been deemed to have approved or consented


 






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to
such action or the Asset Status Report is otherwise implemented by the applicable Special Servicer in accordance with this Agreement.
In addition, after the occurrence and during the continuance of a Control Termination Event, no Asset Status Report shall be a
Final Asset Status Report unless and until the Operating Advisor is consulted with on a non-binding basis or deemed to have been
consulted with pursuant to this Agreement. No such consultation shall be required prior to a Control Termination Event and, during
such period, the Operating Advisor is only required to review Final Asset Status Reports delivered to it by the Special Servicers.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Gain-on-Sale Reserve
Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“General
Special Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, and its successors in interest
and assigns, or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer
Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and
as the context may require).


 


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


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part
I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


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


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated


 






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biphenyls,
radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,”
“usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing
definition.


 


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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate Administrator, either Master Servicer, any Companion Holder or the
Trust, delivered to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicers), so long as the
Trust does not receive or derive any income from such Person and provided that the relationship between such Person and the Trust
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that none of the
Master Servicers or the Special Servicers shall be considered to be an Independent Contractor under the definition in this clause (i)
unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any
other


 






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


 


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


 


“Initial
Purchasers”: Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Morgan Stanley
& Co. LLC. and Drexel Hamilton, LLC.


 


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


 


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


 


“Initial
Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required
by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and
filed as Exhibit 102 to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 






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“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the applicable Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations
set forth in the related Intercreditor Agreement) and the REMIC Provisions.


 


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


 


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


 


“Intercreditor
Agreement”: Each of the CoolSprings Galleria Intercreditor Agreement, the One Dulles Tower Intercreditor Agreement,
the Fair Oaks Mall Intercreditor Agreement, the Rittenhouse Hill Intercreditor Agreement, the 181 Fremont Street Intercreditor
Agreement, the Extra Space – TIAA Self Storage Portfolio Intercreditor Agreement, The Gateway Intercreditor Agreement, the
Northwest Hotel Portfolio Intercreditor Agreement, the North Bay Portfolio Intercreditor Agreement and the Apple Campus 3 Intercreditor
Agreement, and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders
in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage
Loan documents.


 


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


 


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


 


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


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated to each Class of Regular Certificates (other than the


 






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RR
Interest) in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a
fraction, the numerator of which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates (other than the RR Interest) for such
Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK
2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018- BNK12, Interest Reserve Account”, into which
the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C or Exhibit P-1D to this Agreement or in the form of
an electronic certification contained on the Certificate Administrator’s


 






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Website
(which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder or the Risk Retention Consultation Party (in either case, to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation
Party or is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party
in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person
shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is the Risk Retention Consultation
Party, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate
Administrator’s Website hereunder, or (3) if such Person is not the Directing Certificateholder, a Controlling Class Certificateholder
or the Risk Retention Consultation Party, such Person shall only receive access to the Distribution Date Statements to Certificateholders
prepared by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received
a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably
request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such
Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) and (ii) shall be considered a Privileged Person for all other
purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.
The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with
its policies and procedures and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender
upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.


 


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


 


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


 


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


 


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect of such Mortgage


 






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


 


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


 


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


 


“Liquidation
Fee”: A fee payable to (A) the Master Servicer with respect to each Mortgage Loan and each related Serviced Companion
Loan (other than a Non-Serviced Mortgage Loan) with respect to which the Master Servicer is acting as Enforcing Servicer and obtains
Liquidation Proceeds described in clauses (iv) or (vii) of the definition thereof and (B) the Special Servicer with
respect to (x) each Non-Specially Serviced Loan and each related Companion Loan with respect to which the Special Servicer acts
as Enforcing Servicer, (y) each Specially Serviced Loan and (z) REO Property (except with respect to a Non-Serviced Mortgaged
Property) as to which the Special Servicer obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any
Liquidation Proceeds or Insurance and Condemnation Proceeds or (iii) Loss of Value Payments, or REO Property (in any case,
other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate
and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance
and Condemnation Proceeds or Loss of Value Payments (net of the related


 






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costs
and expenses associated with the related liquidation) related to such liquidated Mortgage Loan or REO Property, as the case may
be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of the Specially Serviced
Loan by any Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or
any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder or an
Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after applicable Special Servicer delivers
to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan,
such Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) or (vii) of the definition of “Liquidation Proceeds”
(or any substitution in lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment, as applicable,
occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v) and (vi)
of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi)
of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s
purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to
the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced
Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient
mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided
for such repurchase or such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a
purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up
call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially
Serviced Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition
of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related
Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the
event that a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above,
each Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent
provided for in, or not prohibited by, the related loan documents); provided that the Liquidation Fee with respect to any
Mortgage Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with
respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property and received by the applicable
Special Servicer or the applicable Master Servicer, as applicable, as compensation within the prior twelve (12) months, but
only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall
be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes
such Loss of Value Payment within 90 days of receipt of notice of a breach (and giving effect to an extension period of 90 days).


 


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


 






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“Liquidation
Proceeds”: Cash amounts received by or paid to either Master Servicer or any Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property
by the Holder of the majority of the Controlling Class, any Special Servicer, either Master Servicer or the Holders of the Class R
Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the
applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the
related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund
to the Collection Accounts in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of
determining the amount of the Liquidation Fee (if any) payable to the applicable Master Servicer or applicable Special Servicer,
as applicable, in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to
constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of
Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation
Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion
Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first
Distribution Date, an amount equal to the Original Lower-Tier


 






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Principal
Amount of such Class as specified in the Preliminary Statement hereto, and (ii) as of any date of determination after
the first Distribution Date, an amount equal to the Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)), and as
set forth in Section 4.01(c)).


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4, Class LAS,
Class LB, Class LC, Class LD, Class LE, Class LF and Class LG and LRR Uncertificated Interests.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be an
Eligible Account.


 


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


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Master
Servicer”: With respect to (a) any Mortgage Loan (other than an NCB Mortgage Loan) and any related Serviced Companion
Loan, any REO Property acquired by the Trust with respect to a Mortgage Loan (other than an NCB Mortgage Loan) and any matters
relating to the foregoing, the General Master Servicer and (b) any NCB Mortgage Loan, any REO


 






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Property
acquired by the Trust with respect to an NCB Mortgage Loan and any matters relating to the foregoing, the NCB Master Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


(i)               
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BANK 2018-BNK12, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK12, without recourse, representation or warranty” or in blank and
further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost,
an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage
Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)             
an original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12” (or
in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under
the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of
certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage
Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy of such
Assignment of Mortgage submitted, or to be submitted, for recording);


 


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


 


(v)              
an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or
in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BANK 2018-BNK12,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12” (or in the case of any Serviced Whole Loan, in its
capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf
of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information and, if
applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is


 






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responsible
for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted
for recording);


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)             
the original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or
Serviced Whole Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such
Mortgage Loan, which letter of credit shall either (A)(x) in the case of the Mortgage Loans other than the NCB Mortgage
Loans, name as beneficiary “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2018-BNK12, Commercial Mortgage
Pass-Through Certificates, Series 2018-BNK12”
or (y) in the case of the NCB Mortgage Loans, name as beneficiary “National Cooperative Bank, N.A., as NCB Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2018-BNK12, Commercial
Mortgage Pass-Through Certificates,


 






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 Series 2018-BNK12” or (B) be accompanied by all documentation necessary
in order to transfer all rights of the named beneficiary in such letter of credit to the applicable Master Servicer on behalf
of the Trustee and to receive, after presentment by the applicable Master Servicer (in accordance with Section 3.01(f))
to the bank issuing such letter of credit, a reissued letter of credit in the name of the applicable Master Servicer on behalf
of the Trustee;


 


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


 


(xiv)             other than with respect to the NCB Co-op Mortgage Loans, the original or a copy of any property management agreement relating
to such Mortgage Loan or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 






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


 


“Mortgage
Loan”: Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed
Underlying Loan within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred
and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage
Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related
agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage


 






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Loan
that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage
Loan Checklist”: As defined in Section 2.01(b).


 


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


 


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


 


(i)   
  the loan identification number;


 


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


 


(iii)   
the name of the related Mortgaged Property;


 


(iv)   
the Cut-off Date Balance;


 


(v)    
the street address, city and state of the related Mortgaged Property;


 


(vi)   
the date of the related Mortgage Note;


 


(vii)  
the Maturity Date;


 


(viii) 
the Mortgage Rate;


 


(ix)    
the original term to stated maturity or anticipated repayment date;


 


(x)     
the remaining term to stated maturity or anticipated repayment date;


 


(xi)    
the original amortization term;


 


(xii)   
whether the Mortgage Loan is an ARD Loan; and


 


(xiii)  
the applicable Servicing Fee Rate.


 


“Mortgage
Loan Seller”: Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor
in interest, (ii) Bank of America, National Association, a national banking association, or its successor in interest, (iii) Morgan
Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or its successor in interest, and (iv)
National Cooperative Bank, N.A., a national banking association, or its successor in interest.


 






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


 


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


 


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


 


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


 


“NCB”:
National Cooperative Bank, N.A., a national banking association, or its successor in interest.


 


“NCB
Co-op Mortgage Loan”: Any NCB Mortgage Loan.


 


“NCB
CREFC® Schedule AL File”: Any CREFC® Schedule AL File prepared by NCB with respect to the NCB Mortgage
Loans.


 


“NCB
Master Servicer”: NCB, and its successors in interest and assigns, or any successor thereto (as NCB Master Servicer)
appointed as provided herein.


 


“NCB
Mortgage Loans”: Those Mortgage Loans sold to the Depositor pursuant to the related Mortgage Loan Purchase Agreement
by NCB and indicated as an NCB Mortgage Loan on the Mortgage Loan Schedule.


 


“NCB
Schedule AL Additional File”: Any Schedule AL Additional File prepared by NCB with respect to the NCB Mortgage Loans.


 


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


 






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“NCB
Subordinate Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged
Property with a subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate
mortgage loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage
is expressly made in compliance with the underwriting standards which NCB customarily employs in connection with making subordinate
mortgages for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the NCB Co-op Mortgage
Loan, any other existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate
mortgage loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof
that originates the subordinate mortgage loan, executes and delivers to the Trustee for inclusion in the Mortgage File an intercreditor
agreement and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit TT
hereto or in such other form as shall be acceptable to the NCB Special Servicer and the Directing Certificateholder (so long
as a Control Termination Event has not occurred and is continuing) and, unless a Control Termination Event has occurred and is
continuing, the Directing Certificateholder (other than with respect to an Excluded Loan as to such party) (provided that
the Trustee shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate mortgage
loan will not be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier than the
maturity date of the related NCB Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for the purpose
of funding capital expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question, (vii) NCB
or any Affiliate thereof that originates the subordinate mortgage loan receives borrower legal opinions as to authority and enforceability
customarily required of borrowers in connection with the origination of similar mortgage loans; and (viii) the aggregate
amount of subordinate debt encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage debt
and any other existing loans secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage
Loan in question) does not exceed $7,500,000.


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the
related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan


 






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


 


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


 


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


 


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


 






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“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which the
Trustee determines in its good faith business judgment or the applicable Master Servicer or the applicable Special Servicer determines
in accordance with the Servicing Standard will not be ultimately recoverable, together with any accrued and unpaid interest thereon
at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided,
however, that the applicable Special Servicer may, at its option, make a determination in accordance with the Servicing Standard,
that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the applicable
Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage
Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the
Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination (other
than by the applicable Special Servicer) shall not be binding upon (but may be conclusively relied upon by) the applicable Master
Servicer and the Trustee, and any such determination by the applicable Special Servicer shall be conclusive and binding upon the
applicable Master Servicer and the Trustee (but this statement shall not be construed to entitle the applicable Special Servicer
to reverse the determination of the applicable Master Servicer or the Trustee or to prohibit the applicable Master Servicer or
the Trustee from making a determination that a P&I Advance would be a Nonrecoverable Advance), provided, however, that such
Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable
and in the absence of a determination by such Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I
Advance, such decision shall remain with the applicable Master Servicer or Trustee, as applicable. If a Special Servicer makes
a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I
Advance, the applicable Master Servicer and the Trustee shall have the right to make its own subsequent determination that any
remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to
any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special
Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a
principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable,
such determination shall not be binding on the applicable Master Servicer and the Trustee as it relates to any proposed P&I
Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, determines that any P&I
Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination
shall not be binding on the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and related Non-Serviced
Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the
related Non-Serviced PSA provides otherwise). In making such recoverability determination, the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the
obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been
modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies,
as modified by such party’s


 






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assumptions
(consistent with the Servicing Standard in the case of the applicable Master Servicer or the applicable Special Servicer or in
its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and
effects of future adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with
the Servicing Standard in the case of the applicable Master Servicer and the applicable Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to
estimate and consider (consistent with the Servicing Standard in the case of the applicable Master Servicer and the applicable
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which,
at the time of such consideration, the recovery of which are being deferred or delayed by the applicable Master Servicer, in light
of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source
of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable
Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being
deferred or delayed by a Master Servicer or the Trustee because there is insufficient principal available for such recovery, in
light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration,
but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which
are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at
any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the applicable Master Servicer or in its good faith business judgment in the case
of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination. Absent bad faith, the applicable Master
Servicer’s, the applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any
P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability
determination, shall be evidenced by an Officer’s Certificate delivered by either the applicable Special Servicer or the
applicable Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but,
in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event
and only with respect to any Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage
Loan, any Other Servicer), the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee
to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator
(and, in the case of the Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income
and expense statements, rent rolls (or, with respect to the residential cooperative properties,


 






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maintenance schedules), occupancy
status, property inspections and any other information used by such Master Servicer, such Special Servicer or the Trustee, as
applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged
Property). The Trustee shall be entitled to conclusively rely on the applicable Master Servicer’s or the applicable Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable, and each Master Servicer and the Trustee
shall be entitled to conclusively rely on and shall be bound by the applicable Special Servicer’s determination that a P&I
Advance is or would be nonrecoverable.


 


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


 






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information
for making a recoverability determination. Absent bad faith, the applicable Master Servicer’s, the applicable Special Servicer’s
or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the
Certificateholders. The determination by the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the
case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute
a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either the applicable Special Servicer or the applicable Master Servicer to the other and to the Trustee,
the Certificate Administrator, the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior
to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other than an
Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but
only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage
Loan, any Other Servicer); provided, however, that the applicable Special Servicer may, at its option, make a determination in
accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable
Servicing Advance and shall deliver to the applicable Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other
Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of
such determination. Any such determination (other than by the applicable Special Servicer) shall not be binding upon (but may
be conclusively relied upon by) the applicable Master Servicer and the Trustee, and any such determination by the applicable Special
Servicer shall be binding upon the applicable Master Servicer and the Trustee (but this statement shall not be construed to entitle
the applicable Special Servicer to reverse the determination of the applicable Master Servicer or the Trustee or to prohibit the
applicable Master Servicer or the Trustee from making a determination that a Servicing Advance would be a Nonrecoverable Advance),
provided, however, that the applicable Special Servicer shall have no such obligation to make an affirmative determination that
any Servicing Advance is or would be recoverable and in the absence of a determination by the applicable Special Servicer that
such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the applicable Master
Servicer or the Trustee, as applicable. If the applicable Special Servicer makes a determination that only a portion, and not
all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the applicable Master Servicer
and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such
determination of nonrecoverability and the considerations of the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related
income and expense statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules), occupancy
status, property inspections and any other information used by such Master Servicer, such Special Servicer or the Trustee, as
applicable, to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced
Companion Loan or related Mortgaged Property). The applicable Special Servicer shall promptly furnish any party required to make
Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties


 






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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each of (i) the Pari Passu Companion Loans and AB Subordinate Companion Loans, if any, identified as
“Non-Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary
Statement, and (ii) on and after the related Servicing Shift Securitization Date, the Pari Passu Companion Loans and AB Subordinate
Companion Loan, if any, identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


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


 


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


 


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


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 






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“Non-Serviced
Intercreditor Agreement”: Each of the 181 Fremont Street Intercreditor Agreement, the Extra Space – TIAA Self
Storage Portfolio Intercreditor Agreement, The Gateway Intercreditor Agreement, the Northwest Hotel Portfolio Intercreditor Agreement,
the North Bay Portfolio Intercreditor Agreement and the Apple Campus 3 Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


“Non-Serviced
Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole
Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced
Whole Loan.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and
after the related Servicing Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


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


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the 181 Fremont Street Mortgage Loan, 0.00250% per annum,
(ii) the Extra Space – TIAA Self Storage Portfolio Mortgage Loan, 0.00250% per annum, (iii) The Gateway Mortgage
Loan, 0.00125% per annum, (iv) the Northwest Hotel Portfolio Mortgage Loan, 0.00250% per annum, (v) the North Bay
Portfolio Mortgage Loan, 0.01250% per annum, and (vi) the Apple Campus 3 Mortgage Loan, 0.00250% per annum.


 


“Non-Serviced
PSA”: With respect to: (i) the 181 Fremont Street Whole Loan, (a) the WFCM 2018-C44 Pooling and Servicing Agreement
prior to the securitization of the 181 Fremont Street Servicing Shift Lead Note and (b) following the securitization of the 181
Fremont Street Servicing Shift Lead Note, the servicing agreement governing the securitization of such Servicing Shift Lead Note,
(ii) the Extra Space – TIAA Self Storage Portfolio Whole Loan, the CGCMT 2018-B2 Pooling and Servicing Agreement, (iii)
The Gateway Whole Loan, (a) the BANK 2018-BNK11 Pooling and Servicing Agreement prior to the securitization of The Gateway Servicing
Shift Lead Note and (b) following the securitization of The Gateway Servicing Shift Lead Note, the servicing agreement governing
the securitization of such Servicing Shift Lead Note, (iv) the Northwest Hotel Portfolio Whole Loan, the WFCM 2018-C44 Pooling
and Servicing Agreement, (iv) the North Bay Portfolio Whole Loan, the BANK 2018-BNK11 Pooling and


 






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Servicing
Agreement, (v) the Apple Campus 3 Whole Loan, the BANK 2018-BNK10 Pooling and Servicing Agreement and (vi) a Servicing Shift Whole
Loan, after the applicable Servicing Shift Securitization Date, the related pooling and servicing agreement governing the servicing
of such Servicing Shift Whole Loan.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of (i) the Whole Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


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


 


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


 


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


 


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


 


“Non-Waiving
Successor”: As defined in Section 3.23(l).


 


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


 


“Northwest
Hotel Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of April 26, 2018, by
and between the holders of the respective promissory notes evidencing the Northwest Hotel Portfolio Whole Loan, setting forth
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“North
Bay Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of March 8, 2018, by and
between the holders of the respective promissory notes evidencing the North Bay Portfolio Whole Loan, setting forth the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 






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


 


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


 


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


 


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


 


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


 


“One
Dulles Tower Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of April 26, 2018, by and
between the holders of the respective promissory notes evidencing the One Dulles Tower Whole Loan, setting forth the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


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


 






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such
full or partial waiver is in accordance with the Servicing Standard (provided that the applicable Master Servicer or the applicable
Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver
or reduction).


 


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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of (i) 0.00233% per annum, except with respect to the CoolSprings Galleria Mortgage Loan, the One Dulles
Tower Mortgage Loan, the Fair Oaks Mall Mortgage Loan and the Rittenhouse Hill Mortgage Loan, (ii) 0.00344% per annum with
respect to the CoolSprings Galleria Mortgage Loan, (iii) 0.00345% per annum with respect to the One Dulles Tower Mortgage
Loan, (iv) 0.00358% per annum with respect to the Fair Oaks Mall Mortgage Loan and (v) 0.00391% per annum with respect
to the Rittenhouse Hill Mortgage Loan.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a
single lender), and not to holders of any particular Class of Certificates (as determined by the Operating Advisor in the
exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship
that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage
Loan Seller, the Depositor, each Master Servicer, each Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
any Certificateholder, the Risk Retention Consultation Party or any of their Affiliates.


 


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


 


(a)            any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty (30)
days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor
by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates
(other than the RR Interest) evidencing greater than 25% of the aggregate Voting Rights, provided that any such failure which
is not curable within such


 






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thirty (30)
day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect such cure so long as
it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate
Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such
cure;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 






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“Periodic
Payment”: With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law,
without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without
regard to any Excess Interest.


 


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


 


(i)               
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of
America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then
outstanding any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities)
as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations),
U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government
National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and
SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide
bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt
obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least
“AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(ii)              
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or
organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal
or state banking authorities (A) in the case of such investments with maturities of three (3) months


 






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or
less, the short-term debt obligations of which are rated in the highest short-term rating category by S&P and by Fitch,
(B) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short-term
obligations of which are rated in the highest short-term rating category by S&P and Fitch and (C) in the case of such
investments with maturities of more than six (6) months, the short-term obligations of which are rated in the highest short-term
rating category by Fitch and the long-term obligations of which are rated at least “AAA” by S&P (or, in the
case of any such Rating Agency as set forth in clauses (A) through (B) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency);


 


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


 


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


 


(v)              
commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) (a) (1) in the case of such investments with
maturities of thirty (30) days or less, the short term obligations of which corporation are rated at least “A-1” by
S&P and “F1” by Fitch, (2) in the case of such investments with maturities of three (3) months or less, but more
than thirty (30) days, the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1”
by S&P if the obligations mature within sixty (60) days) and “F1+” by Fitch, or the long-term obligations of which
are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and “AA-” by
S&P (with a short-term rating of “A-1” by S&P), (3) in the case of such investments with maturities of six
(6) months or less, but more than three (3) months, the (A) the short-term obligations of which are rated at least “A-1+”
by S&P or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), and (B) the short-term obligations of which are rated at least “F1+” by Fitch,
or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch), and (4) in the case of such investments with


 






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maturities
of more than six (6) months, (A) the short-term obligations of which are rated at least “A-1+” by S&P or the long-term
obligations of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P),
and (B) the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which
are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (b) such commercial
paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as
set forth in sub-clauses (a) – (b) above, such lower rating as is the subject of a Rating Agency
Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


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


 


(vii)            
any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more
of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25); and


 


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


 


provided,
however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators,
such as the “(sf)” subscript, and unsolicited ratings; provided, further, however, that each
Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that
(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such
investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index;


 






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and provided, further, however, that
no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived
from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity
at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations, (b) if such
instrument may be redeemed at a price below the purchase price or (c) if such investment is purchased at a premium over par; and
provided, further, however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited
in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax
purposes, unless the applicable Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of any Trust REMIC. Permitted Investments may not be interest-only securities. All investments
shall mature or be redeemable upon the option of the holder thereof on or prior to the Business Day preceding the day before the
date such amounts are required to be applied hereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Preliminary
Prospectus”: The Preliminary Prospectus, dated May 10, 2018, relating to the Registered Certificates.


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the RR
Interest), an amount equal to the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained
Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.


 


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


 


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


 


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


 






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“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party and a Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to the Directing
Certificateholder or the Risk Retention Consultation Party, as applicable) or the exercise of the Directing Certificateholder’s
consent or consultation rights or the Risk Retention Consultation Party’s consultation rights under this Agreement, (ii) strategically
sensitive information that the applicable Special Servicer has reasonably determined could compromise the Trust’s position
in any ongoing or future negotiations with the related Mortgagor or other interested party that is labeled or otherwise identified
as Privileged Information by the applicable Special Servicer, (iii) information subject to attorney-client privilege
and (iv) any Asset Status Report or Final Asset Status Report. Each Master Servicer, each Special Servicer, the Operating Advisor
and the Asset Representations Reviewer shall be entitled to rely on any identification of materials as “attorney-client
privileged” without liability for any such reliance hereunder.


 


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


 


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


 






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Notwithstanding
anything to the contrary in this Agreement, if a Special Servicer obtains knowledge that it has become a Borrower Party, such
Special Servicer shall nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly or
indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party,
(B) any of such Special Servicer’s employees or personnel or any of its Affiliate involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above; provided, further, that nothing in this Agreement shall be construed as an obligation of either Master Servicer or
the Certificate Administrator to restrict access by a Special Servicer or any Excluded Special Servicer to any information related
to any Excluded Special Servicer Loan and in no case shall either Master Servicer or the Certificate Administrator be held liable
if a Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided,
further, that (a) the applicable Master Servicer shall not restrict access by the applicable Special Servicer to any information
related to any Mortgage Loan, including any Excluded Special Servicer Loan and (b) the Certificate Administrator shall not restrict
access by the applicable Special Servicer to any information related to any Mortgage Loan, including any Excluded Special Servicer
Loan; and provided, further, however, that any Excluded Controlling Class Holder shall be permitted
to reasonably request and to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information
relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not
a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the
Certificate Administrator’s Website on account of it constituting Excluded Information).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated May 16, 2018, relating to the Registered Certificates.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 






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


 


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


 


(iii)             
all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in
respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
hereof, the related Companion Loan)), if any; plus


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the
Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement,
and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement


 






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special
servicer to become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other
than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed
as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment
as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently
has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a
CMBS transaction rated by S&P (as to which CMBS transaction there are outstanding CMBS rated by S&P) and (viii) is not
a special servicer that has been cited by S&P or KBRA as having servicing concerns as the sole or a material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the
removed Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage
Loan; (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue
interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than, and not more than five (5) years
less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value
ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date
and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply
as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable
Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions
with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have
a then-current debt service coverage ratio at least equal (A) with respect to any Mortgage Loan other than an NCB Co-op
Mortgage Loan, to the greater of (i) the original debt service coverage ratio of the removed Mortgage Loan as of the Closing
Date and (ii) 1.25x; or (B) in the case of an NCB Co-op Mortgage Loan, the original debt service coverage ratio of the
removed Mortgage Loan as of the Closing Date, (x) constitute a “qualified replacement mortgage” within the meaning
of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date five (5) years
prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage
Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received
Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid
by the applicable Mortgage Loan Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control
Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan as to the Directing


 






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Certificateholder);
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed
Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or
contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage
Loan Seller; (xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance
with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be
current in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage
loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis
of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each
of the requirements specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above
and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis;
provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate,
the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based
on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates
having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence
and continuance of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in May 2061.


 


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


 


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


 






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Confirmation
is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to
such matter.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 






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“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


	Related
Certificates 
	Related
Lower-Tier Regular Interest 

	Class A-1
    Certificates	Class LA1
    Uncertificated Interest
	Class A-2
    Certificates	Class LA2
    Uncertificated Interest
	Class A-SB
    Certificates	Class
    LASB Uncertificated Interest
	Class A-3
    Certificates	Class
    LA3 Uncertificated Interest
	Class A-4
    Certificates	Class
    LA4 Uncertificated Interest
	Class A-S
    Certificates	Class LAS
    Uncertificated Interest
	Class B
    Certificates	Class LB
    Uncertificated Interest
	Class C
    Certificates	Class LC
    Uncertificated Interest
	Class D
    Certificates	Class LD
    Uncertificated Interest
	Class E
    Certificates	Class LE
    Uncertificated Interest
	Class F
    Certificates	Class LF
    Uncertificated Interest
	Class G
    Certificates	Class LG
    Uncertificated Interest
	RR
    Interest	LRR
    Uncertificated Interest


 


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


 


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


 


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


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter


 






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M
of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations (or proposed regulations that
would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations) and
any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage
Loans other than the NCB Co-op Mortgage Loans and the Fair Oaks Mall Mortgage Loan, the General Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC
Bank, National Association, as General Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for
the benefit of the registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12,
REO Account”, (b) with respect to the NCB Co-op Mortgage Loans, the NCB Special Servicer, pursuant to and for the benefit
of the Persons specified in Section 3.14(b), which shall be titled “National Cooperative Bank, N.A., as NCB
Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, REO Account” and (c) with respect
to the Fair Oaks Mall Mortgage Loan, the Fair Oaks Mall Special Servicer, pursuant to and for the benefit of the Persons specified
in Section 3.14(b), which shall be titled either (i) “AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of the BANK
2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, REO Account” or (ii) in the name of the limited
liability company wholly owned by the Trust, managed by the Fair Oaks Mall Special Servicer and formed to hold title to the REO
Property. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and


 






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conditions
as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation
of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due
and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All
amounts payable or reimbursable to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid
Special Servicing Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest
accrued and payable to the applicable Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the applicable
Master Servicer, the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with
respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal
distributed to the Certificateholders being reduced as a result of the first proviso in the definition of “Aggregate
Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary,
with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to any related
Companion Loan, as applicable, will be available for amounts due to the Certificateholders or to reimburse the Trust, other than
in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable
expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a),
or with respect to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 






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allocable
to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


“Repurchased
Note”: As defined in Section 3.31(a).


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.31(a).


 


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


 


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


 


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


 


“Required
Credit Risk Retention Percentage”: 5%.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Retained
Certificate Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in
the Retained Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Required Credit Risk Retention Percentage
of the Aggregate Gain-on-Sale Entitlement Amount.


 


“Retained
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution
Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee
for the benefit of the Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Retained Certificate Gain-on-Sale
Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Retained
Certificate Interest Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the
Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(i), (iv), (vii),
(x), (xiii), (xvi), (xix) and (xxii) on such Distribution Date.


 


“Retained
Certificate Principal Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the
Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(ii), (v), (viii),
(xi), (xiv), (xvii), (xx) and (xxiii) on such Distribution Date.


 


“Retained
Certificate Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product
of (A) the Required Credit Risk Retention Percentage and


 






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(B) the
aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal
Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related
Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the Certificate Balance of the RR
Interest after giving effect to distributions of principal on such Distribution Date.


 


“Retained
Certificate Realized Loss Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount
equal to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized
Losses and interest thereon distributed to the Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections
4.01(a)(iii), (vi), (ix), (xii), (xv), (xviii), (xxi) and (xxiv) on such
Distribution Date.


 


“Retained
Defeasance Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).


 


“Retained
Fee Rate”: A rate equal to (A) 0.01% per annum with respect to each NCB Mortgage Loan, (B) 0.0025%
per annum with respect to each Mortgage Loan (other than the NCB Mortgage Loans).


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holders of the RR Interest in proportions equal to their respective Percentage Interests.


 


“Retaining
Parties”: Each of Bank of America, National Association, Wells Fargo Bank, National Association and Morgan Stanley Bank,
N.A. acting as Holder of the RR Interest, and any successor Holder of all or part of the RR Interest.


 


“Retaining
Sponsor”: Bank of America, National Association, acting as retaining sponsor as such term is defined under Section 3(b)
of the Risk Retention Rules.


 


“Reverse
Sequential Order”: With respect to any distribution or allocation relating to principal in respect of the Principal
Balance Certificates (other than the RR Interest):


 


(A)
first, to the Class G Certificates;


 


(B)
second, to the Class F Certificates;


 


(C)
third, to the Class E Certificates;


 


(D)
fourth, to the Class D Certificates;


 


(E)
fifth, to the Class C Certificates;


 


(F)
sixth, to the Class B Certificates;


 






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(G)
seventh, to the Class A-S Certificates; and


 


(H)
eighth, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-SB,
Class A-3 and Class A-4 Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 


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


 


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


 


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


 


“Risk
Retention Allocation Percentage”: A percentage equal to the Required Credit Risk Retention Percentage divided by the
Non-Retained Percentage.


 


“Risk
Retention Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more
than 50% of the RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time. The Depositor
shall promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any
party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the
Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk
Retention Consultation Party has not changed until such parties receive written notice of the identity and contact information
of a replacement of the Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed
by the Certificate Registrar). The initial Risk Retention Consultation Party shall be Bank of America, National Association, a
national banking association.


 


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


 


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


 






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“Rittenhouse
Hill Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of May 24, 2018, by and between
the holders of the respective promissory notes evidencing the Rittenhouse Hill Whole Loan, setting forth the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 


“RR
Interest”: A Certificate designated as “RR Interest” on the face thereof, in the form of Exhibit A-4
hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and (ii) beneficial ownership of the RR Interest Specific Grantor Trust Assets.


 


“RR
Interest Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest
equal to the product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate amount of Excess Interest received
on or prior to the related Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof,
beneficial ownership of which is represented by the RR Interest.


 


“RR
Interest Transfer Restriction Period”: The period from the Closing Date to the latest of (i) the date on which the aggregate
unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of
the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates has
been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Cut-off Date;
(iii) two years after the Closing Date; and (iv) the date on which the Risk Retention Rules have been effectively abolished or
officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance
Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If
neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other NRSRO or
other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, each Master Servicer, the Directing Certificateholder and each Special Servicer and specific ratings
of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Serviced
AB Mortgage Loan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. As of the Closing Date, the Fair Oaks
Mall Mortgage Loan is a Serviced AB Mortgage Loan related to the Trust.


 


“Serviced
AB Whole Loan”: Any AB Whole Loan that is serviced under this Agreement. As of the Closing Date, the Fair Oaks Mall
Whole Loan is a Serviced AB Whole Loan related to the Trust.


 






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“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. As of the Closing Date, Annaly CRE LLC is a Serviced AB Whole
Loan Controlling Holder with respect to the Fair Oaks Mall Whole Loan.


 


“Serviced
Companion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column
entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, (ii) prior to the related Servicing
Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement, and (iii) any AB Subordinate Companion
Loan related to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced
Companion Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion
Loan related to a Serviced AB Whole Loan, as applicable.


 


Each
of the holders of the CoolSprings Galleria Pari Passu Companion Loans, the One Dulles Tower Pari Passu Companion Loan, the Fair
Oaks Mall Pari Passu Companion Loans, the Fair Oaks Mall AB Subordinate Companion Loans and the Rittenhouse Hill Pari Passu Companion
Loans is a Serviced Companion Noteholder.


 


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


 


“Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,
the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement, and (iii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, and (ii) prior to the
related Servicing Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


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


 


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


 






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“Serviced
Pari Passu Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column
entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, and (ii) prior to the related
Servicing Shift Securitization Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
Pari Passu Whole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement other than any such Whole Loan that is an
AB Whole Loan, and (ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement other
than any such Whole Loan that is an AB Whole Loan.


 


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


 


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


 


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


 


“Serviced
Whole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization
Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


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


 


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


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


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


 






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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to 0.00250% (or, with respect to National Cooperative Bank, N.A. Mortgage Loans, a per annum rate equal
to 0.08000%) plus the rate set forth on the Mortgage Loan Schedule for such Mortgage Loan under the heading “Primary Servicing
Fee Rate”, which rate includes, in each such case, the rate at which applicable master, primary (other than any Non-Serviced
Primary Servicing Fee Rate, which is not included under such heading) and sub-servicing fees accrue, in each case computed on
the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated
in respect of such loans. With respect to each Serviced Companion Loan, the Servicing Fee Rate shall equal the per annum
rate set forth on the Mortgage Loan Schedule for the related Mortgage Loan under the heading “Primary Servicing Fee Rate”.


 






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“Servicing
File”: A photocopy or electronic copy of all items required to be included in the Mortgage File, together with each
of the following, (a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a
Mortgage Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference
to Servicing File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable
Master Servicer: (i) a copy of any engineering reports or property condition reports; (ii) other than with respect to
a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll (or, with respect
to a residential cooperative property, a maintenance schedule) and, for any office, retail, industrial or warehouse property,
a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan
Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client
communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal
or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance
policies or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan;
(v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on
behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage
Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease;
and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating to the
relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to the above, any Appraisals
and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any Serviced Companion
Loan, in each case, that are created or prepared after the Closing Date. 


 


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


 


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


 






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“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, the 181 Fremont Street Whole Loan or The Gateway Whole
Loan, as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness
of a Mortgagor under such Servicing Shift Whole Loan, 181 Fremont Street Whole Loan or The Gateway Whole Loan including any amendments
or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will
cause servicing to shift from this Agreement (or, with respect to the 181 Fremont Street Whole Loan, the WFCM 2018-C44 Pooling
and Servicing Agreement, and with respect to The Gateway Whole Loan, the BANK 2018-BNK11 Pooling and Servicing Agreement) to the
related Non-Serviced PSA pursuant to the terms of the related Intercreditor Agreement for such Servicing Shift Whole Loan, 181
Fremont Street Whole Loan or The Gateway Whole Loan. As of the Closing Date, the 181 Fremont Street Note A-1 will be a Servicing
Shift Lead Note related to the 181 Fremont Street Whole Loan, and The Gateway Note A-1-A will be a Servicing Shift Lead Note related
to The Gateway Whole Loan.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing
Shift Securitization Date. For the avoidance of doubt, there are no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. For the avoidance of doubt, there
are no Servicing Shift Securitization Dates related to the Trust.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift
Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of
which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on the related Servicing Shift Securitization Date. For the avoidance of doubt, there are no
Servicing Shift Whole Loans related to the Trust.


 


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


 






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


 


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


 


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


 


(iii)             
the applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special
Servicer a written determination of the such Special Servicer (which determination the applicable Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with
respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent
of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement))
or (B) following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect
to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has
occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a
default in making any Periodic Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment)
required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default
is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the
applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer
a written determination of such Special Servicer (which determination the


 






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applicable
Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred
and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period, the prior consent of the holder of the related AB Whole Loan Controlling Holder, to the extent required by the terms of
the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect
to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but
no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an
AB Control Appraisal Period)), that a default in making a Balloon Payment is likely to occur in the foreseeable future, and such
default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will become
due (or, if the Mortgagor has delivered documentation (and the applicable Master Servicer will be required to promptly forward
such documentation to the applicable Special Servicer and the Directing Certificateholder) reasonably satisfactory in form and
substance to the applicable Master Servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged
Property will occur within one hundred-twenty (120) days following the date on which such Balloon Payment will become due, the
applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer
a written determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance
with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded
Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related
AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following
consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party
and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and
is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of a Control Appraisal Period)), that (A) the Mortgagor
is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing
or sale is not likely to occur within one hundred-twenty (120) days following the date on which such Balloon Payment will become
due); or


 


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


 






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Special
Servicer (and, in the case of the applicable Special Servicer (A) with the consent of the Directing Certificateholder (other than
with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing
(or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, the
prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor
Agreement) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with
respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event
has occurred and is continuing))), materially impair the value of the related Mortgaged Property as security for such Mortgage
Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests of Certificateholders (or, in the case
of any Serviced Whole Loan, the interests of any related Serviced Companion Noteholder), which default has continued unremedied
for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified,
sixty (60) days); or


 


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


 


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


 


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


 


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


 


(ix)              
the applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with the
consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only for
so long as no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to
the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related


 






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AB
Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement))) determines that (i) a
default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,
unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage
Loan documents (other than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such
default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced
Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders (or the related
Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied for the applicable cure
period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default is capable of being
cured, for sixty (60) days;


 


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


 


“Significant
Obligor”: As defined in Section 11.16.


 


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


 


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


 


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


 


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


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, the Fair Oaks Mall Mortgage
Loan, any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan), the Serviced Companion Loans, any REO Property acquired


 






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by
the Trust with respect to any such Mortgage Loan and any matters relating to the foregoing, the General Special Servicer, and
its successors in interest and assigns, or any successor special servicer appointed as herein provided, (ii) any NCB Mortgage
Loan, any REO Property acquired by the Trust with respect to any such NCB Mortgage Loan and any matters relating to the foregoing,
the NCB Special Servicer, (iii) the Fair Oaks Mall Mortgage Loan, any REO Property acquired by the Trust with respect to the Fair
Oaks Mall Mortgage Loan and any matters relating to the foregoing, the Fair Oaks Mall Special Servicer and (iv) any Excluded Special
Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement,
as applicable and as the context may require).


 


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


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non Serviced Mortgage
Loan) on a loan-by-loan basis at a rate equal to (i) with respect to the General Special Servicer, 0.25% computed on the basis
of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the
same manner as interest is calculated on such Specially Serviced Loan, (ii) with respect to the NCB Special Servicer, 0.25% computed
on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable,
in the same manner as interest is calculated on such Specially Serviced Loan, and (iii) with respect to the Fair Oaks Mall Special
Servicer, 0.25% computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and
Companion Loan, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added
to the Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(a)          
the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor
or advanced by the applicable Master Servicer;


 


(b)           all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 






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(c)           the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and
Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution); and


 


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


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance
shall be an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related
REO Acquisition, minus (y) the sum of:


 


(x)          
the principal portion of any P&I Advance made with respect to such REO Loan; and


 


(y)          
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such
date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related
Intercreditor Agreement.


 


With
respect to any Mortgage Loan or REO Loan that is paid in full or any Mortgage Loan or REO Loan (or REO Property) liquidated, as
of the first Distribution Date that follows the end of the Collection Period during which payments or other proceeds are received
in connection with a Liquidation Event with respect to such Mortgage Loan or REO Loan (or REO Property), as applicable, notwithstanding
that a loss may occur in connection with such Liquidation Event, the Stated Principal Balance of the Mortgage Loan or REO Loan
shall be zero.


 






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“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of a Master Servicer,
a Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject
Loans”: As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F or Class G
Certificate.


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of a Master Servicer, a Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by such Master Servicer, such Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between a Master Servicer or a Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due
to its respective classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or
Internal Revenue Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together
with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or


 






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filed
with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law
or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans)
then included in the Trust, (2) the appraised value of the Trust’s portion of all REO Properties then included in the
Trust (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined
by an appraiser selected by the applicable Special Servicer and approved by the applicable Master Servicer and the Controlling
Class and (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms
of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the related Non-Serviced Master Servicer in accordance with clause (2) above.


 


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


 


“The
Gateway Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of March 23, 2018, by and between
the holders of the respective promissory notes evidencing The Gateway Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“Transaction
Parties”: As defined in Section 5.03(t).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor
REO Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer
hereunder exceeds the sum of (i) the fee payable to the applicable Master Servicer as the portion of the Servicing Fee attributable
to primary servicing and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable
Servicing Interest is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance
of doubt, the Transferable Servicing Interest (A) with respect to each NCB Mortgage Loan is six (6) basis points, and (B) with
respect to each Mortgage Loan (other than the NCB Mortgage Loans) is zero.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(p)(ii).


 






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“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BANK 2018-BNK12”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the applicable Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of
Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities,
guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s
interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent
of the Trust’s interest therein), amounts on deposit in the Collection Accounts (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in
such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s
interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the
extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of
the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts
and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained
Defeasance Rights and Obligations will be an asset of the Trust.


 


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


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and
shall be paid as a portion of the Certificate Administrator Fee.


 






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“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Uncovered
Amount”: With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable
Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in
such Collection Account pursuant to this Agreement, but which cannot be so paid or reimbursed because such general funds are insufficient
to cover such payment or reimbursement; provided, that any such additional trust fund expense, Nonrecoverable Advance or
other item shall be an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement
thereof.


 


“Underwriters”:
Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC. and Drexel
Hamilton, LLC.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK12,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Upper-Tier REMIC Distribution Account”. Any such
account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional
Amounts as of the date of determination) and (ii) in the case of the Principal Balance Certificates (other than the RR Interest),
a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely
in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the
Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the
Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates and the RR Interest, determined as
of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be allocated
among Certificateholders of such Class in proportion to their respective Percentage Interests. Neither the Class R nor
Class V Certificates nor RR Interest will be entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on


 






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the
basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any
payments received during any applicable Grace Period).


 


“WFCM
2018-C44 PSA”: The pooling and servicing agreement, dated as of May 1, 2018, among Wells Fargo Commercial Mortgage Securities,
Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


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


 


“Whole
Loan”: With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion
Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement. With respect to each
Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related
Mortgage Loan and the related Companion Loan(s).


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on
or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any
manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable
Advance.


 


“Workout
Fee”: The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(b).


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(b), a fee of 1.00% of
each collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a
Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments (other than the Balloon Payments
that are received within one hundred twenty (120) days following the related Maturity Date as a result of


 






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a
Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full if such Mortgage Loan or Serviced Whole Loan
becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) of the definition
of “Servicing Transfer Event”), (iii) Principal Prepayments and (iv) payments (other than those included
in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected Loan
for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)           Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


(iii)          Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall
refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect
to (a) any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a) or Section 4.01(b),
as applicable, (b) any Realized Losses or Retained Certificate Realized Losses, as applicable, allocated to such Class of
Principal Balance Certificates on the immediately preceding Distribution Date pursuant to Section 4.04, and (c) any
recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from
principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount or the
Retained Certificate Principal Distribution Amount, as applicable, which recoveries are allocated to such Class of Principal
Balance Certificates on the immediately preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).


 






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(iv)          Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted
debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced
Companion Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such
date of determination, and (b) for all other cash flows, including property cash flow, the “discount rate” set
forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.


 


(v)           Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate
Companion Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loans.


 


[End
of Article I]


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01       
Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish
a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse,
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title
and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule,
(ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h)
and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage
Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the
Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or
the Depositor’s


 






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beneficial
interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all
revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the applicable
Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security
agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties
or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s
interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of
the Depositor’s interest therein), amounts on deposit in the Collection Accounts (to the extent of the Depositor’s
interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s
interest in such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of
the Depositor’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Depositor’s interest in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental
Indemnity Agreements (to the extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests;
(xiii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent not covered by clause
(ii) above); and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor,
and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”).
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case,
other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date;
(ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage
Loans that were closed in May 2018 but have their first Due Date after May 2018, any interest amounts relating to the period prior
to the Cut-off Date. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute
and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment
to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (f) and (g)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the
Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection
with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the
Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in
clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage
Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i)
of the definition of “Mortgage File”) and


 






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(B) on
or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan
(together with a list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage
File as of the Closing Date (the “Mortgage Loan Checklist”)) and, except in the case of a Mortgage Loan that is a
Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan
Seller pursuant to this Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall be
transferred to the applicable Master Servicer) for each Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s
delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv),
(vii) and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing
or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording
office where such document or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date,
for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if
a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing
or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy
of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date
set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents and/or
instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of
the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within
one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months,
after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the
Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such
original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or,
if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon
(if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered
document or instrument (with evidence of filing or recording thereon and certified


 






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in
the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of
the original thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the
Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing
Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver
(in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor
of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”
solely because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage
Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with respect to
such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered
to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed
eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period
after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further, that in
the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e)
and clause (f) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan,
the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments
in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage
File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to
such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording
or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to the delivery of
a letter of credit in the manner described in clause (A) of clause (xii) of the definition of “Mortgage
File”, the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) by delivering to the Custodian within ten (10) Business Days
following the Closing Date with respect to any such letter(s) of credit a copy of such letter of credit, the transfer documentation
and such transmittal communication to the issuing bank indicating that such document has been delivered to the issuing bank for
reissuance. If a letter of credit is not in a form that would allow the applicable Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable
Mortgage Loan Seller shall deliver copies of the appropriate transfer or assignment documents to the Custodian promptly following
receipt of written notification thereof.


 






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If
not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any transfer fee required in order
to transfer the beneficiary’s interest from such Mortgage Loan Seller to the applicable Master Servicer on behalf of the
Trust as required hereunder and shall cooperate with the reasonable requests of the applicable Master Servicer in connection with
effectuating a draw under any such letter of credit prior to the date such letter of credit is reissued to the applicable Master
Servicer on behalf of the Trust. Regardless of the manner of delivery, the related Mortgage Loan Seller is required pursuant to
the related Mortgage Loan Purchase Agreement to indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of such Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including
the right and power to draw on the letter of credit.


 


(c)           Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to
itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment
of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”) relating
to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording,
as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or
recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of
a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s
expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and
the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information)
cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records
or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that
it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian
or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible
for delivery of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included
in the related Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller
or its agent shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30)
days after receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements
of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled,
as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the
related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as
the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller,
upon receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing
Date, the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall
so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such
confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses
satisfactory to the Custodian, the Custodian, at the


 






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expense
of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a
copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment
cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the
Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3 to
the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where, in
the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the
Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the applicable
Master Servicer, the applicable Special Servicer, any Sub-Servicer or the Depositor.


 


(d)           All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage Loan Seller, and except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan, originals or copies of all financial statements, operating statements, appraisals, environmental reports, engineering
reports, Insurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills,
third-party management agreements, asset summary and financial information on the borrower/sponsor and any guarantor, but in any
case excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such
Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are
not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary
for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered
by the Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer within five (5) Business Days after
the Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to
the Trustee and the applicable Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed
original counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification,
on the Closing Date.


 






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


 


(g)           With
respect to the Mortgage Loans secured by the Mortgaged Properties identified by loan identification numbers 14, 18, 20, 23, 24
and 27 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of
the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new
document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the
benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required notice or
make any such required request to the related franchisor (with a copy of such notice or request to the applicable Master Servicer)
within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter),
and the applicable Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter). If the applicable Master Servicer is unable to acquire any such replacement comfort letter (or new document or
acknowledgement, as applicable) within 120 days of the Closing Date, such Master Servicer shall notify the related Mortgage
Loan Seller that no such replacement comfort letter has been received.


 


(h)           Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60)
days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which
may be sent by e-mail) to each of the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying
that the electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information
required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)            Within
five (5) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to each Master
Servicer via email to ssreports@wellsfargo.com (in the case of the General Master Servicer) and investorreporting@ncb.coop
(in the case of the NCB Master Servicer) the Initial Schedule AL File covering all of the Mortgage Loans (in the case of the
General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master Servicer), the Initial Schedule AL Additional
File


 






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covering
all of the Mortgage Loans (in the case of the General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master
Servicer) and the Annex A-1 to the Prospectus.


 


(j)            Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing
Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this
Agreement (other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier
of (i) the Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance
with the related Non-Serviced PSA, and (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to
the Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this
Section 2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter of credit
need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing
Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the
Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date in which case such
amendment shall be effected in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days
after the Closing Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer
in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on
and following the Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related
Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied
upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift
Whole Loan in its possession (other than the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced
Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to
cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to the Servicing Shift Whole
Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion
(or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution
and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced
Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies
of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer,
and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments,
reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File”
for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


Section 2.02       
Acceptance by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by
it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of
any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or the
Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders
and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other


 






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assets
included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the
benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable
to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage
Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document
delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)         
 Within sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60)
days after the Due Date in the month of substitution), the Custodian shall review the Mortgage Loan documents delivered or caused
to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to the Depositor, the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with
respect to the Directing Certificateholder), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the
Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing
(the “Custodial Exception Report”), (i) subject to the first proviso of the definition of “Mortgage
File” herein and Section 2.01, all documents specified in clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable,
are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have
been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan,
and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report,
the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably
acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but
never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have
not been returned by the filing office or the recorder’s office).


 


(c)           The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and
Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based
on such examination and only as to the foregoing


 






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documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi)
and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)           Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material
Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in
the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part
of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement,
the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing
Certificateholder and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination
Event), and the applicable Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the
continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for
the related Mortgage Loan, to deposit with the applicable Master Servicer an amount, to be held in trust in a segregated Eligible
Account (which may be a sub-account of the related Collection Account), equal to 25% of the Stated Principal Balance of the
related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the applicable Master Servicer a letter
of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the applicable
Master Servicer (i) until the date on which the Custodian determines and notifies such Master Servicer that such Material
Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time such Master Servicer shall
return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase
Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event
of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,
if the applicable Master Servicer or the applicable Special Servicer certifies to the Trustee, the Certificate Administrator and
the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material
Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related
Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing
the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing
obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance
with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage
Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan
for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period)
if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has
delivered a letter of credit to the applicable Master Servicer in accordance with this Section 2.02(d), such Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into its Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be


 






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returned
to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection
Accounts shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller.
Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement
from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which
Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)           It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized,
sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they
are other than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the
definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all
endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)            If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable


 






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Mortgage
Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until
all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity,
the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out
for recording or filing and have not been returned by the recorder’s office or filing office).


 


(g)           If
a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person
for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable,
to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such
15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded
to the applicable Master Servicer or the applicable Special Servicer by another party hereto), then the Repurchase Request Recipient
shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered
on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase
Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection
by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase Request
Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase
Request is received by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted
in the 15Ga-1 Repurchase Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a
statement from the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1
Notice provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor
or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation
AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request
Recipient and (B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient,
shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have
with respect to the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that
is the subject of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, any Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide


 






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written
notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement
in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of
the Pooling and Servicing Agreement relating to the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series
2018-BNK12 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1
Repurchase Request by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall be deemed
to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the
procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall
the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02
of this Agreement in connection with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the applicable Master Servicer or the applicable Special
Servicer, then such party shall give notice of such withdrawal or rejection to such Master Servicer or such Special Servicer,
as applicable. Any such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor,
Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice,
to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the applicable
Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially
Serviced Loans) shall promptly notify the Depositor of such repurchase or replacement.


 


(h)   The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2(c) of the related Mortgage Loan Purchase
Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the Custodian five
(5) originals of limited powers of attorney substantially in the form attached as Exhibit F thereto in favor of the Custodian
(on behalf of the Trustee) and the applicable Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the
event of the failure or incapacity of the Custodian (on behalf of the Trustee), the applicable Special Servicer, to sign and/or
deliver to a third party for submission, or to cause the Custodian to sign and/or deliver to a third party for submission, at
the expense of the related Mortgage Loan Seller, any mortgage loan documents required to be recorded as described in Section 2.01
of this Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its behalf)); provided,
that if the Mortgage Loan Seller fails to promptly pay the applicable Special Servicer or Custodian the expenses associated with
recording documents as provided in this sentence, then such expenses shall be payable out of the Trust (it being understood for
the avoidance of doubt that the applicable Mortgage Loan Seller will nonetheless remain responsible for reimbursing the Trust
for such expenses). Neither the applicable Special Servicer nor the Custodian shall be liable for any failure of such third party
in connection with the foregoing,


 



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so
long as the third party was chosen with due care (in the case of the Custodian) or in accordance with the Servicing Standard (in
the case of the applicable Special Servicer). Each Mortgage Loan Seller has agreed to reasonably cooperate with the Custodian,
the Trustee and the applicable Special Servicer in connection with any additional powers of attorney or revisions thereto that
are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence
of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier
of (i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller,
but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Loan. The Custodian or the applicable Special Servicer, as applicable, shall submit such documents
for recording, at the related Mortgage Loan Seller’s expense, after the periods set forth above, provided, the Custodian
or the applicable Special Servicer, as applicable, shall not submit such assignments for recording if the related Mortgage Loan
Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording and certifies that such
Mortgage Loan Seller is awaiting its return from the applicable recording office. 


 


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby represents and
warrants that:


 


(i)            The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)           Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s


 






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assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)           The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)           After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery
of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage,
the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and
(y) receipt of notice of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial
Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense,
including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement,
(B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at
the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
for such affected Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second
anniversary of the Closing Date) and pay the applicable Master Servicer for deposit into the related Collection Account, any Substitution
Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement;
provided, however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller
to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing
Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage
Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration
of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such
cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan,
if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution
will be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller
shall have delivered an officer’s certificate to the


 






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Trustee,
the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information
Provider), the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and (with respect to any Mortgage
Loan other than an Excluded Loan with respect to the Directing Certificateholder, prior to the occurrence and continuance of a
Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable
of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with
the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within
the Extended Cure Period; and provided, further, that, if any such Material Defect is not cured after the Initial
Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller to have received the
recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for so long as such Mortgage
Loan Seller certifies to the Trustee, the applicable Master Servicer, the applicable Special Servicer, the Directing Certificateholder
(prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator no less than every
ninety (90) days, beginning at the end of such Extended Cure Period, that such Material Defect is still in effect solely
because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure
of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes
any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially and adversely affect the interests of Certificateholders
therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure
Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the
preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted
by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the applicable Master Servicer for deposit into
its Collection Account. In the event the Special Servicer is required to enforce the Repurchase Request related to a Non-Specially
Serviced Loan under this Section 2.03(b), within five (5) days of request by the Special Servicer, the Master Servicer shall
deliver to the Special Servicer a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing
Servicer on behalf of the Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect
of any Mortgage Loan that is not an Excluded Loan with respect to the Directing Certificateholder, with the consent of the Directing
Certificateholder) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount
of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g)
of this Agreement. In connection with any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the applicable
Master Servicer shall promptly provide the applicable Special Servicer, but in any event within the time frames and in the manner
provided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing
File and all information, documents and records relating to such Non-Specially Serviced Loan and any related Serviced Companion
Loan, either in the applicable Master Servicer’s possession or otherwise reasonably available to the applicable Master Servicer,
and


 






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reasonably
required by the applicable Special Servicer to permit the Special Servicer to calculate the Loss of Value Payment, to the extent
set forth in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event). The Loss of Value
Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss of Value Payment
and the portion of fees of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan and not previously
paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy
available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation
of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan
based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust, provided that (i) prior
to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer
from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan
Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage
Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds)
for (i) the reasonable amount of any such costs and expenses incurred by the applicable Master Servicer, the applicable Special
Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been
reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations
Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the
Asset Review of such Mortgage Loan; provided that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller
shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit
the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to
have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage
Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage
Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage
Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after
the related Cut-off Date and received by the applicable Master Servicer or the


 






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applicable
Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust
Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the applicable Master Servicer or the applicable Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by such Master Servicer (or by such Special Servicer
to the Master Servicer who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or
substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase
Agreement, a delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the
applicable Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with
respect to) the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement
and/or this Article II if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of
such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement,
or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this
Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of
the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a Qualified
Mortgage and (iv) such delay or failure to provide notice (as required by the terms of the related Mortgage Loan Purchase
Agreement or this Agreement) prevented the Mortgage Loan Seller from being able to cure such Material Defect and such Material
Defect was otherwise curable. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is,
in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility,
self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing
Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result
in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided
a Rating Agency Confirmation.


 


(c)           Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note,
unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to
be regular on its face; (ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular
on its face, unless there is included in


 






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the
Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from
the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the
absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee
on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording
thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original
intervening assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any
required letter of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects
previously described in sub-clauses (ii) through (vi) of this Section 2.03(c)) shall
be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property
or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required
in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii)
through (vi) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such
Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related
Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which
the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as
applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian
under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding
commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of “Mortgage
File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a
Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise
complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the
event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and
the Custodian shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)           In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the
applicable Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the
Certificate Administrator, the Custodian, the applicable Master Servicer and the


 






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applicable
Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution,
all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate
Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer (other than attorney-client
communications that are privileged communications), and each document that constitutes a part of the Mortgage File that was endorsed
or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same
manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage
File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted
Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the
related Mortgage Loan documents.


 


(e)           Section 5
of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the applicable Master Servicer or the applicable Special Servicer, with respect to any Material Defect.


 


(f)            The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by an Enforcing Servicer with respect to the enforcement of the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent
not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided
for herein. The applicable Master Servicer or the applicable Special Servicer, as applicable, shall be reimbursed for the reasonable
costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against
the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase
Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement
action it is determined that the amounts described in clauses first and second are insufficient, then
pursuant to Section 3.05(a)(vii) herein out of general collections on the Mortgage Loans on deposit in the related
Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant
to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)           If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)
shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master
Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including,
without limitation, the rights to recover unreimbursed Advances, accrued and


 






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unpaid
interest on Advances at the Reimbursement Rate, fees owed to the Master Servicers or the Special Servicers, and unpaid or unreimbursed
expenses of the Trustee, the Certificate Administrator, the Trust, the Master Servicers or the Special Servicers allocable to
such Mortgage Loan. The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller
to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the
related Mortgage Loan Seller; provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion
consistent with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery
of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant
to the terms of this Agreement; provided, further, that such Special Servicer may waive the collection of amounts due on behalf
of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)           If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan
in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed
to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes
of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans
satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed
Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon
their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)            Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that
(i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 






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(j)            With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage
Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related
Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will
be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise
does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the
Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the
relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the
threat of material impairment as a result of the exercise of remedies.


 


(k)           (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the applicable Master Servicer and the applicable Special
Servicer, and the Enforcing Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan
Seller and each other party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing
Party with respect to a Certificateholder Repurchase Request.


 


(ii)           In
the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement, the Directing Certificateholder and
the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA
Party Repurchase Request” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the
“Repurchase Request”). The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the
Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)          In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent
to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not


 






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preclude
the Enforcing Servicer from exercising any of their respective rights related to a Material Defect in the manner and timing otherwise
set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided by law.


 


(iv)          Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
applicable Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Loan, the applicable Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the applicable Special Servicer, indicating such Master Servicer’s analysis and recommended course
of action with respect to such Repurchase Request. The applicable Master Servicer shall also deliver to the applicable Special
Servicer the Servicing File and all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan,
either in such Master Servicer’s possession or otherwise reasonably available to such Master Servicer, and reasonably requested
by the applicable Special Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such
Non-Specially Serviced Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File and
other material, the applicable Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(l)            (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), and,
if applicable, after the applicable Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com). The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners by posting such
notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request (a “Proposed Course of Action”). The Proposed Course of Action Notice shall
include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action,
by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30)
days after the date of such notice and a disclaimer that responses received after such thirty (30)-day period will not be
taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action,
the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder
is acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority
of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election
Notices described in this Section 2.03(l), (c) a statement that responding Certificateholders will be required
to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree”
or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding


 






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Certificateholders
to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within
three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that
clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate
Administrator’s tabulation of the responses of the responding Certificateholders and whether that amount constitutes a majority.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial
Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended
course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the
Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder (other than the Holder
of the RR Interest) or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer,
then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the
Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days after
the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including
non-binding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed Course of Action
indicated a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder
or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action,
such additional responses from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution
Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority
of responding Certificateholders.


 


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


 






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subject
to any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)          Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from
(a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (in each
case, other than of the RR Interest) (each of clauses (a) and (b), a “Requesting Certificateholder”),
the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider
the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods,
such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off
Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate
relating to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute
Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision
to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)          If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)           If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however,


 






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that
such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or
Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such
party at the time when the Proposed Course of Action Notice is posted on the certificate administrator’s website, and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


(vi)          Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the
Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase
Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence
litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)         In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)        For
the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their
respective affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder, to act
as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute Resolution Notice
or otherwise to vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant
to the procedures described under this Section 2.03(l).


 


(ix)          Subject
to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)          If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)           
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan
Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider,
the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)           The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified


 






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mediators
by the Mediation Services Provider each party will have the right to exercise two peremptory challenges within fourteen (14) days
and to rank the remaining potential mediators in order of preference. The Mediation Services Provider shall select the mediator
from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


 


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


 


(iv)          The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)           The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)          Out
of pocket costs and expenses of the applicable Special Servicer for mediation or arbitration, to the extent not agreed to be paid
by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the
case of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)           If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)            The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)           The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


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


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures


 






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and
deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding
and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine
any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for
non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions),
and will do so by reasoned decision on the motion of any party to the arbitration.


 


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


 


(vi)          The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of
any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


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


 


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


 






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


 


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


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding
shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation
Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All amounts recovered
by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account.
The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


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


 






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


 


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


 


(viii)        In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)           Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or
related responsibilities under this Agreement shall be reimbursable as additional Trust Fund expenses.


 


Section 2.04       
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian
of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with
the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with
such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising
the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier
Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor
Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor
of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier
Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest
and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon
the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges
the receipt by it or its designees, of such Certificates in authorized Denominations and such Certificates, evidencing the entire
beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest
and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue
the Class V Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver
to or upon the order of the Depositor such


 






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Certificates,
and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing
beneficial ownership of their respective portions of the Grantor Trust.


 


Section 2.05       
Creation of the Grantor Trust. The portions of the Trust consisting of (i) the RR Interest Specific Grantor Trust
Assets, undivided beneficial ownership of which will be represented by the RR Interest and (ii) the Class V Specific Grantor
Trust Assets, undivided beneficial ownership of which will be represented by the Class V Certificates shall be treated as
a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End
of Article II]


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01       
Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers
and the Special Servicers shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any related Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to
a Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement
and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the
Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans,
the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into
account the pari passu nature of such Companion Loans (as determined by the applicable Master Servicer or the applicable
Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement
(and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the pari passu
nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and
the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the applicable
Master Servicer or the applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as the case may
be, to violate the Servicing Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect
to all Mortgage Loans (other than the NCB Mortgage Loans), any related Serviced Companion Loan and other related assets in the
Trust and, as such, shall service and administer such Mortgage Loans, any related Serviced Companion Loan and such other assets
as shall be required of the applicable Master Servicer hereunder and under any related Intercreditor Agreement. The General Special
Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans and the
Fair Oaks Mall Mortgage Loan), any Serviced Companion Loan and other related assets in the Trust and, as such, shall service and
administer such Mortgage Loans, any related Serviced Companion Loan and such other assets as shall be required of the applicable
Special Servicer hereunder and under any related Intercreditor


 






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Agreement.
The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage Loans and other related assets in the Trust
and, as such, shall service and administer such NCB Mortgage Loans and such other assets as shall be required of the applicable
Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect to the NCB Co-op Mortgage Loans
and other related assets in the Trust and, as such, shall service and administer such NCB Co-op Mortgage Loans and such other
assets as shall be required of the applicable Special Servicer hereunder. The Fair Oaks Mall Special Servicer shall be the Special
Servicer with respect to the Fair Oaks Mall Mortgage Loan, the related Serviced Companion Loans and other related assets in the
Trust and, as such, shall service and administer such Mortgage Loan, any related Serviced Companion Loan and such other assets
as shall be required of the applicable Special Servicer hereunder and under the related Intercreditor Agreement. For purposes
of this Agreement and any references to the duties and obligations of the Master Servicers or Special Servicers, any references
to Mortgage Loans in the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced
by the applicable Master Servicer or the applicable Special Servicer and no other Mortgage Loan, Serviced Companion Loan or other
related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing,
each Master Servicer and each Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the
same manner in which, and with the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer,
as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care,
skill, prudence and diligence with which such Master Servicer or such Special Servicer, as the case may be, services and administers
similar mortgage loans owned by such Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the
timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the
case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value
basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders
and the holder or holders of the related Companion Loan constituted a single lender), taking into account the pari passu
nature, as applicable, of the related Companion Loan), as determined by such Master Servicer or such Special Servicer, as the
case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice
of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard
to any conflict of interest arising from: (i) any relationship that the applicable Master Servicer, the applicable Special
Servicer or any Affiliate of such Master Servicer or such Special Servicer may have with any Mortgagor, any Mortgage Loan Seller,
any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing;
(ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by
the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer,
as applicable; (iii) the obligation, if any, of the applicable Master Servicer to make Advances; (iv) the right of the
applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation
for its services and reimbursement for its costs


 






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hereunder
or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced
Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or
properties not covered by this Agreement or held by the Trust by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, or any of its Affiliates; (vi) any debt that the applicable Master Servicer or the applicable Special
Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including,
without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan
the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, may have; and
(viii) any obligation of the applicable Master Servicer or the applicable Special Servicer, or any of their respective Affiliates,
to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if such Master Servicer or such Special Servicer or
any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


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


 


Without
limiting the foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and
administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans
as to which a Servicing Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or
as otherwise provided herein with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any
REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the applicable Master Servicer shall continue
to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect
to the Specially Serviced Loans, except for the reports specified herein as prepared by the applicable Special Servicer, as if
no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the applicable Master Servicer shall not be liable for failure to comply
with such duties insofar as such failure results from a failure of the applicable Special Servicer to provide sufficient information
to such Master Servicer to comply with such duties or failure by such Special Servicer to otherwise comply with its obligations
hereunder. No Master Servicer, in its capacity as a Master Servicer, shall have any responsibility for the performance by a Special
Servicer, in its capacity as a Special Servicer, of its duties under this Agreement. No Special Servicer, in its capacity as a
Special Servicer, shall have any responsibility for the performance by a Master Servicer, in its capacity as a Master Servicer,
of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced
Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing,
subject to Section 3.19 and in accordance with the terms of this Agreement, the applicable Master Servicer shall be
obligated to service and administer any Non-Specially Serviced Loan and any related Serviced Companion Loan. The applicable
Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets,
operating statements and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and forward
to the applicable


 






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Master
Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with
Section 3.12. After notification to the applicable Master Servicer, the applicable Special Servicer may contact the
Mortgagor of any Non-Specially Serviced Loan if efforts by such Master Servicer to collect required financial information
have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation
of the applicable Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the
applicable Master Servicer or the applicable Special Servicer of the collectability or recoverability of payments on the Mortgage
Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by
this Agreement to such Master Servicer or such Special Servicer (including with respect to Servicing Fees, Special Servicing Fees
or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by either
Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit
support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related
Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicers or the Special Servicers
for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of
present value recovery is less than the amount reflected in such determination.


 


(b)           Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of
the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and
applicable law, each of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or, subject
to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection
with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each Master Servicer and each Special Servicer, in its own name (or in the name of the Trustee
and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and
deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to
service under this Agreement: (i) any and all financing statements, continuation statements and other documents or instruments
necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the
related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements,
continuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or
other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject
to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under
or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or
cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release or discharge,
and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any
action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph).
The applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect
to Specially Serviced Loans) shall provide to the


 






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Mortgagor
related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage
Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the applicable
Master Servicer and the applicable Special Servicer original powers of attorney in the form of Exhibit R-1 or
Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master
Servicer or such Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the applicable
Master Servicer or the applicable Special Servicer any powers of attorney substantially in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and
such Master Servicer or such Special Servicer, as applicable) and other documents necessary or appropriate to enable the applicable
Master Servicer or the applicable Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held responsible or liable for any acts of the applicable Master Servicer or
the applicable Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by such Master
Servicer or such Special Servicer. Notwithstanding anything contained herein to the contrary, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating such Master Servicer’s or such Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that such Master Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of such Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing Standard)
prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate
such Master Servicer’s or such Special Servicer’s, as applicable, representative capacity)) or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


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


 






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Loan
documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of
any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the applicable Master Servicer shall use reasonable
efforts to have the Mortgagor bear such costs and expenses. The applicable Master Servicer shall not be responsible for the payment
of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)           The
relationship of each of the Master Servicers and the Special Servicers to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)           Each
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)            Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after
the later of (i) the receipt thereof by the applicable Master Servicer and (ii) the Closing Date, the applicable Master
Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on
the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the applicable Master Servicer or the applicable
Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. The costs and expenses of
any modifications to Ground Leases shall be paid by the related Mortgagor.


 


With
respect to letters of credit delivered in accordance with subclause (B) of clause (xii) of the definition
of “Mortgage File”, (a) within sixty (60) days of the Closing Date or such shorter period as is required
by the terms of such letter of credit or other applicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify
the bank issuing the letter of credit that the applicable Master Servicer on behalf of the Trustee shall be the beneficiary under
such letter of credit, and (b) within sixty (60) days of the Closing Date, the applicable Master Servicer shall present
such letter of credit and the related assignment documentation delivered by the Mortgage Loan Seller in accordance with such subclause
of the definition of “Mortgage File” to the letter of credit bank issuing such letter of credit and request that such
letter of credit bank reissue the letter of credit in the name of (x) in the case of the Mortgage Loans other than the NCB Mortgage
Loans, “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series
2018-BNK12” or (y) in the case of the NCB Mortgage Loans, “National Cooperative Bank, N.A., as NCB Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2018-BNK12, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK12”. The applicable Master Servicer shall otherwise use reasonable efforts
to obtain such reissued letter of credit back from the issuing letter of credit bank within sixty (60) days (and in any event
within ninety (90) days) following the Closing Date. The related Mortgage


 






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Loan
Seller shall provide such reasonable cooperation as requested by the General Master Servicer, including without limitation by
delivering such additional assignment or amendment documents required by the issuing bank in order to reissue a letter of credit
as provided above.


 


(g)              
If a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in the preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the applicable Master Servicer
or the applicable Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents
do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related
letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under
the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs
and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the applicable Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor,
then such Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses,
and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan
Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for the failure of any Mortgage Loan
Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


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


 


(h)              
Notwithstanding anything herein to the contrary, in no event shall the applicable Master Servicer (or the Trustee, as applicable)
make an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is
no longer included in the Trust Fund.


 


(i)               
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor
Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for
such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(j)               
The applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan
or Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to


 



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Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent such
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder(s),
in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by any related AB Subordinate
Companion Loan and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu Companion Loan(s), in
accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s).


 


(k)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicers nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while
the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such
Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable
out of the Trust Fund and the applicable Master Servicer shall have no obligation to make any Advance on or after the date such
Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu
Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate
servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the applicable Master Servicer
shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3)
Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the
case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect
to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the applicable
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage
Loans and REO Properties) received by such Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same
manner and on the same level of priority as if such Servicing Advances had been made by such Master Servicer hereunder.


 


(l)             Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s and the
applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s and
the applicable


 






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Special
Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related
Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer with respect thereto under the related Non-Serviced PSA. The applicable Master Servicer (or, with respect to any
Specially Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards
to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor
Agreement and Non-Serviced PSA. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(m)           The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and
Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the
related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor
Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced
PSA, until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor
Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that
such new servicing agreement would not result in a downgrade, qualification or withdrawal of then-current ratings of any Class of
Certificates then outstanding.


 


(n)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s and the
applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s and
the applicable Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms
of the related Intercreditor Agreement. The applicable Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced
Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits
of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement. In the
event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor
Agreement shall control.


 


(o)            In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the applicable
Master Servicer (if such Serviced Companion Loan is not a Specially Serviced Loan), the applicable Special Servicer (if such Serviced
Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 






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(p)            For
the avoidance of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator or the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer,
Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any
Non-Serviced Whole Loan. The obligation of the applicable Master Servicer to provide information and collections and make
P&I Advances to the Certificate Administrator for the benefit of the Certificateholders with respect to each Non-Serviced
Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the applicable Non-Serviced
Master Servicer or Non-Serviced Special Servicer.


 


(q)            Nothing
contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special Servicer to lend
money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an NCB Co-op Mortgage
Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness may be secured
by a lien on the related Mortgaged Property), accept deposits from or otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section 3.02       
Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall
make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the
Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such
collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided
that with respect to each Mortgage Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in
compliance with each provision of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special
Servicer shall be permitted to take any enforcement action with respect to the failure of the related Mortgagor to make any payment
of Excess Interest to the extent permitted under the related Mortgage Loan documents; provided, further, that the
applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s
right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The applicable Master
Servicer or the applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with
any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times
during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan;
provided that such Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month
period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred
and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during
such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the applicable
Master Servicer or the applicable Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation
Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance
of


 






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a
Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if such Master
Servicer or such Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder
in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have
consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the applicable Master Servicer or the applicable Special Servicer, as the case may be, may waive any Penalty Charge in
accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the Directing
Certificateholder shall have no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded
Loan with respect to the Directing Certificateholder.


 


(b)           (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express provisions
in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by
the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect
of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds
under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan
pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


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


 


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


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant
to clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 






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


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent
collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth
on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release


 






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


 


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


 


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


 


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


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant
to clause fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion
of the accrued and unpaid interest described in sub-clause (i) of this clause third that either (A) was
not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of
the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time
and as to which no P&I Advance was made;


 


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


 






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fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts and (B) any unpaid interest (exclusive of default interest and Excess Interest) that
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent
collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or
clause fifth of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan
becomes an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject
to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced
Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


 


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


 


(c)           To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the applicable Master Servicer shall
apply


 






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all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)           In
the event that the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the Determination
Date for any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special Servicer
will be receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such Special
Servicer, as the case may be, shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the
related Distribution Date. None of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)           With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer
may continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or
use such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the
extent the related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be
inconsistent with the Mortgage Loan documents or the Servicing Standard.


 


(f)            Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage Loan,
promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer
and the related Non-Serviced Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses
to Exhibit T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan
and directing such Non-Serviced Master Servicer to remit to the applicable Master Servicer all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to the applicable Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced
Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The applicable
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection
Accounts all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


 






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Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) Each Master Servicer shall establish and maintain
one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable,
the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholders collectively, but this shall not be construed to modify the respective interests
of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the
extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account
may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse
the Trustee and then the applicable Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors
any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required
by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to
the applicable Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion
Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited
in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part
of its servicing duties, the applicable Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds
in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the applicable Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net
investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable
law, the applicable Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)           The
applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the applicable Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each related Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting
the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding a Non-Serviced Mortgage Loan), and the applicable Master Servicer, in the case of all other related
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal
premiums) and shall effect payment thereof from the REO Account or by the applicable Master Servicer as Servicing Advances prior
to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which
shall be so applied by the applicable Master Servicer at the written direction of the


 






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applicable
Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the applicable Master Servicer
shall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows)
in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard.
To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable,
does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the applicable Special Servicer, in the case of REO Loans, and the applicable Master Servicer,
in the case of all other such Mortgage Loans or Companion Loan, as applicable, that it is responsible for servicing hereunder,
shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make
payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)           In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes and assessments,
the applicable Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days
after such Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty or
interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the applicable Master
Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date
on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO
Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required
in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further, that the applicable Special
Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency
basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The
applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the applicable
Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to the ultimate payees. The applicable
Special Servicer shall have no obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring
the making of a Servicing Advance, such Special Servicer may make a Servicing Advance in its sole discretion. Within five (5)
Business Days of making such a Servicing Advance, the applicable Special Servicer shall deliver to the applicable Master Servicer
a request for reimbursement for such Servicing Advance, along with all information and documentation in such Special Servicer’s
possession regarding the


 






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subject
Servicing Advance as such Master Servicer may reasonably request, and such Master Servicer shall be obligated, out of such Master
Servicer’s own funds, to reimburse such Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by such Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest
shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer
of immediately available funds to an account designated in writing by such Special Servicer. Upon the applicable Master Servicer’s
reimbursement to the applicable Special Servicer of any Servicing Advance and payment to such Special Servicer of interest thereon,
all in accordance with this Section 3.03, such Master Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as such Special Servicer actually made such Servicing Advance, and accordingly,
such Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement
Rate, at the same time, in the same manner and to the same extent as such Master Servicer would otherwise have been entitled if
it had actually made such Servicing Advance at the time such Special Servicer did. Notwithstanding the foregoing provisions of
this Section 3.03(c), the applicable Master Servicer shall not be required to reimburse the applicable Special Servicer
out of its own funds for, or to make at the direction of such Special Servicer, any Servicing Advance if such Master Servicer
determines in its reasonable judgment that such Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The applicable Master Servicer shall notify such Special Servicer
in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to such
Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any
request by a Special Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination
by such Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer
and the Trustee shall be entitled to conclusively rely on such determination, provided that the determination shall not
be binding on such Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution
Date, the applicable Special Servicer shall report to the applicable Master Servicer if such Special Servicer determines any Servicing
Advance previously made by such Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing
Advance. Such Master Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be
binding upon such Master Servicer, and shall in no way limit the ability of such Master Servicer in the absence of such determination
to make its own determination that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination
that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable
Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Advance. If the applicable Master Servicer, the applicable Special Servicer
or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Whole Loan, if made, or any outstanding
Servicing Advance with respect to a Serviced Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,
the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination
within


 






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two
(2) Business Days of the date of such determination. Any such determination by the applicable Special Servicer that such Servicing
Advance is or would be a Nonrecoverable Servicing Advance shall be binding on the applicable Master Servicer and the Trustee.
All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided
in Section 3.05(a). No costs incurred by a Master Servicer or a Special Servicer in effecting the payment of real
estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof,
including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If a Master Servicer fails to
make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual
knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation to make any
Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment
elect (but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and
REO Loans) to make a payment from amounts on deposit in its Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that
a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially
Serviced Loans or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if
applicable, the Companion Holders), all as a collective whole (taking into account the pari passu nature of any Companion
Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from
the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced
PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing advances
with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under
the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 






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


 


(e)           To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall
request from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the
Closing Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent
a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master
Servicer shall report any such failure to the applicable Special Servicer within a reasonable time after the date as of which
actions or remediations are required to be or to have been taken or completed.


 


Section 3.04       
The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the
Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the Retained Certificate Gain-on-Sale Reserve Account. (a) Each Master Servicer shall establish and maintain,
or cause to be established and maintained, a Collection Account in which such Master Servicer shall deposit or cause to be deposited
on a daily basis and in no event later than the second Business Day following receipt of available and properly identified funds
(in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of


 






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


 


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


 


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


 


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


 


(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the applicable Master Servicer, the applicable Special Servicer, the Holder
of the majority of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO
Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01
and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion
Loan from a securitization by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization)
together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)           any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)          any
amounts required to be deposited by either Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in its Collection Account; and


 


(vii)         any
amounts required to be deposited by either Master Servicer or any Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall
be entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that


 






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such
amounts shall be applied in accordance with the terms hereof and shall be reported as if deposited in its Collection Account and
then withdrawn.


 


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


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the
applicable Special Servicer shall remit within one (1) Business Day such amounts to the applicable Master Servicer for deposit
into the applicable Collection Account, in accordance with this Section 3.04(a), provided that to the extent
any of the foregoing amounts are received after 2:00 p.m. (Eastern Time) on any given Business Day, the applicable Special Servicer
shall use commercially reasonable efforts to remit such amounts within one (1) Business Day of receipt of such amount, but,
in any event, the applicable Special Servicer shall remit such amounts to the applicable Master Servicer within two (2) Business
Days of receipt of such amounts. Any such amounts received by the applicable Special Servicer with respect to an REO Property
shall be deposited by such Special Servicer into its REO Account and remitted to the applicable Master Servicer for deposit into
its Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of
the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty such check to the order of the
applicable Master Servicer and shall promptly deliver any such check to such Master Servicer by overnight courier. Funds in the
Collection Accounts may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the General Master Servicer shall be located at the offices of Wells Fargo
Bank, National Association. As of the Closing Date, the Collection Account for the NCB Master Servicer shall be located at the
offices of Wells Fargo Bank, National Association. Each Master Servicer shall give written notice to the Trustee, the Special
Servicers, the Certificate Administrator and the Depositor of the new location of its Collection Account prior to any change thereof.


 


(b)           The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve
Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (ii) the
Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V
Certificates), and (iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V
Certificates and the RR Interest. Each Master Servicer shall deliver to the Certificate Administrator each month on or before
the P&I Advance


 






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Date
therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds
attributable to the Mortgage Loans for which it acts as Master Servicer (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c), (d) and (e) of the definition of Aggregate Available Funds) for the related Distribution Date and
(y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in
the applicable Collection Account maintained by the applicable Master Servicer after giving effect to withdrawals of funds pursuant
to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate
Administrator, all funds held in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account
shall remain uninvested. The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest
Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j) of
this Agreement.


 


With
respect to the Serviced Companion Noteholders, the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the related Collection Account, for distributions to the Serviced Companion Noteholders.
Funds in the Companion Distribution Account shall be held for the benefit of the related Serviced Companion Noteholders. The Companion
Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account
with respect to such Serviced Companion Loan. On each Serviced Whole Loan Remittance Date, (1) first, the applicable Master
Servicer shall withdraw from its Collection Account (or applicable portion thereof) an aggregate amount equal to all payments
and/or collections actually received on, and payable in respect of, the applicable Serviced Companion Loan prior to such date
and deposit such amount in the Companion Distribution Account; provided, however, that in no event shall the applicable Master
Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to
or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor
Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k).
With respect to any Serviced Whole Loan, in the event the applicable Master Servicer has received written notice that an Other
Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari Passu Companion
Loan and such Master Servicer subsequently receives Late Collections in respect of such advanced payment, such Master Servicer
shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such Late
Collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with
the terms of this Agreement and the related Intercreditor Agreement.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the Interest Reserve Account,
may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
each Master Servicer shall, as and when


 






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required
hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:


 


(i)            any
amounts required to be deposited by such Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)           any
P&I Advances required to be made by such Master Servicer in accordance with Section 4.03;


 


(iii)          any
Liquidation Proceeds paid by such Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or
the Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties
in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the applicable
Collection Account pursuant to Section 9.01);


 


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


 


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


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the applicable Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account
or the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)),
the applicable Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and
including the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i))
until (but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest
Distribution Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms
of this Agreement to be deposited therein by the applicable Master Servicer.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution
Account and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal
to the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution
Date allocated in payment of the Lower-Tier Regular Interests as specified in Section 4.01(b) and Section 4.01(c),
respectively.


 






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Funds
on deposit in the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve
Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution
Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator
(but only if the Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by
the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the
Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such
Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments
to be administered by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the BANK
2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 as their interests may appear”, or in the
name of any successor trustee, as Trustee for the Holders of the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the
Special Servicers shall be liable for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The
Certificate Administrator shall give notice to the Trustee, the Master Servicers and the Depositor of the proposed location of
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale
Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Accounts (other than (i) any portion holding Excess Interest and (ii) the Companion
Distribution Account, if it is a sub-account of a Collection Account), the Lower-Tier REMIC Distribution Account, the
Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account
and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the Collection Accounts holding Excess
Interest)


 






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(including
interest, if any, earned on the investment of funds in such accounts) will be owned by the Grantor Trust for the benefit of the
Holders of the Class V Certificates and the RR Interest; the Companion Distribution Account (including interest, if any,
earned on the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution
Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC,
each for federal income tax purposes.


 


(c)           Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from a Master Servicer or a Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates and the RR Interest, which shall
be an asset of the Grantor Trust, but shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account shall
be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution
Date, the applicable Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received by such Master Servicer prior to the Determination Date for the applicable
Collection Period.


 


(d)           Following
the distribution of the applicable portions of Excess Interest to Holders of the Class V Certificates and the RR Interest,
as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


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


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is
allocable to any related Serviced Companion Loan in connection with such sale and remit such funds to the applicable Master Servicer
on the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are
received and properly identified, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO
Liquidation Report. On the related Remittance Date, the applicable Master Servicer shall remit such funds that are allocable to
the Mortgage Loan to the Certificate Administrator, who shall (i) deposit the Non-Retained Percentage of such funds into the Gain-on-Sale
Reserve Account and (ii) deposit the Required Credit Risk Retention Percentage of such funds into the Retained Certificate
Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion


 






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


 


(f)            Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related
Non-Serviced PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such
funds for deposit into the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of
such funds for deposit into the Retained Certificate Gain-on-Sale Reserve Account.


 


(g)           If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts
(collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes
of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account
or a sub-account of an Eligible Account. The applicable Special Servicer shall, within two (2) Business Days of receipt
of properly identified and available Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve
Fund through the Collection Accounts to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Accounts to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan
Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable
on all income earned thereon.


 


Section 3.05       
Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account. (a)
Each Master Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of its
Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being
an order of priority and without duplication of the same payment or reimbursement):


 


(i)            (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for
deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to
be remitted by such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to
remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited
with respect to the Companion Loans;


 


(ii)           (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master


 






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Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion
Loan, Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced
Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced
Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan
(whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such
Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first,
out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related
Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made,
subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related
AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage Loan
and any related Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and then
out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the applicable
Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect
to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited
to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect
to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon,
and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b))
Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of
an Affirmative Asset Review Vote;


 


(iii)          to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I
Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts
collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan,


 






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the
foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected
with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion
Loans and the AB Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on
deposit in the Collection Accounts; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a
Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in its Collection Account from
time to time that represent collections or recoveries of principal to the extent provided in clause (iv) below; and
provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to
clause (v) below;


 


(iv)          to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any
related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance
and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan,
such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole
Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from
the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal
balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the applicable Collection
Account related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties serviced by such Master Servicer on deposit in the applicable Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such Advance becomes a
Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)           to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion


 






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Loan,
only for Nonrecoverable Servicing Advances made with respect thereto), then, out of the principal portion of general collections
on the Mortgage Loans and REO Properties serviced by such Master Servicer, then, to the extent the principal portion of
general collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer
reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer net of such amounts being reimbursed
pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a
Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata
and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective
outstanding principal balances and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing
Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and
(v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Accounts; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loan), prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in the Collection Accounts related to any Mortgage Loan) or (3) to
pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing
Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Accounts of all amounts received in connection therewith;


 


(vi)          at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Section 4.03(d) and Section 3.11(b), (b) any unreimbursed
Servicing Advances (including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant
to clause (iv) or clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee
or Other Servicer as the case


 






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may
be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(b) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject to
the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually
distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion
Loans and the AB Subordinate Companion Loan);


 


(vii)         to
reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan
Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment
or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)        in
accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, for any
unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s
obligations under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses
are not reimbursable pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation
Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from
any related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms
of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 






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(ix)           to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer; provided that,
in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loan;


 


(x)            to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in its Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to its
Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(b); and (b) to pay the applicable Special Servicer, as additional servicing compensation
in accordance with Section 3.11(b), Penalty Charges collected on Specially Serviced Loans (but only to the extent
collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred
by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(b));


 


(xi)           to
recoup any amounts deposited in its Collection Account in error;


 


(xii)          to
pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor


 






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Agreement,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion
Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to
the Mortgage Loans;


 


(xiii)         to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent
payable out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment
is in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated
by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with respect to
a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from the related
Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms
of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)         to
pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and all federal,
state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and
expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee is liable therefor pursuant to Section 10.01(g);


 


(xv)          to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)         to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan


 






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by
a Mortgage Loan Seller as contemplated by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced
Mortgage Loan all amounts received thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute
Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


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


 


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


 


(xix)          [RESERVED];


 


(xx)           so
long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date,
to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection
Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general
funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments
or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses
(i) – (xviii) above;


 


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


 


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


 


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


 


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


 


Each
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property
basis, for the purpose of justifying any withdrawal from its Collection Account.


 






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Each
Master Servicer shall pay to the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer from its Collection Account amounts permitted to be paid to it therefrom monthly upon receipt
of a certificate of a Servicing Officer of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations
Reviewer or a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which such
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled.
The applicable Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein. The applicable Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan and, when appropriate, on a property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate is required for a payment
of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to
the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may
be reimbursable from amounts that would otherwise be payable to the related Companion Loan, as applicable.


 


(b)
          The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account
for any of the following purposes (the following not being an order of priority):


 


(i)            to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


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


 


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


 


(iv)          to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, either Master Servicer or any Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or
the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate Administrator,


 






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either Master Servicer or any Special Servicer as
contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the
Trustee, the Certificate Administrator, either Master Servicer or any Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);







 





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


 


(vi)          to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)         to pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Distribution Accounts not required
to be deposited therein;


 


(viii)        to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)           termination of this Agreement pursuant to Section 9.01.


 


(c)           The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)           The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)            to make distributions to the Holders of the Regular Certificates and to the Holders of the Class R Certificates in respect
of the Class UR Interest on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable;
and


 


(ii)           to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)           [RESERVED].


 


(f)            Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed
in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator
Fee listed in Section 3.05(b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of
any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and in


 






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the event that amounts on deposit in the Collection Accounts and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator Fee, the
Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection
Accounts are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(ii),
3.05(a)(iii), 3.05(a)(iv), 3.05(a)(v), and 3.05(a)(vi) then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro rata, second to the applicable Special Servicer,
third to the applicable Master Servicer and then to the Operating Advisor.


 


(g)           If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the applicable Special Servicer shall promptly upon written direction from the applicable Master Servicer
(provided that, (1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the applicable
Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate
Administrator shall have provided the applicable Master Servicer and such Special Servicer with five Business Days’ prior
notice of such final Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss
of Value Reserve Fund to such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 


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


 


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


 


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


 


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


 


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


 






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Losses
or Retained Certificate Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property, as
the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related
to such contribution.


 


(h)           Any Loss of Value Payments transferred to the Collection Accounts pursuant to clauses (i)-(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Accounts pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Accounts to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)            The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06       
Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund. (a) Each Master Servicer may
direct any depository institution maintaining its Collection Account, the Companion Distribution Account, or any Servicing Account
maintained by or for such Master Servicer (for purposes of this Section 3.06, an “Investment Account”),
each Special Servicer may direct any depository institution maintaining its REO Account and Loss of Value Reserve Fund (also for
purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution,
may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on
which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution
maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All
such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall
be held in the name of the applicable Master Servicer or the applicable Special Servicer, as the case may be, on behalf of the
Trustee (in its capacity as such) for the benefit of the Certificateholders. Each Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for such Master Servicer), each Special
Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special
Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in such
Collection Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO
Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured
party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the
UCC), each Master Servicer or each Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee
deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts


 






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on deposit
in an Investment Account are at any time invested in a Permitted Investment payable on demand, the applicable Master Servicer
(in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for such
Master Servicer) or the applicable Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for such Special Servicer) shall:


 


(i)            consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


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


 


(b)           Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date
related to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to the
extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such
account for each period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date,
shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in accordance
with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which
the applicable Master Servicer or applicable Special Servicer, as the case may be, would have been entitled to any Net Investment
Earnings hereunder) directed to be made by the applicable Master Servicer or the applicable Special Servicer, as the case may
be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value
Reserve Fund or the REO Account, the applicable Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for such Master Servicer), the applicable Special Servicer (in the case of the
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein,
no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date; provided that neither the applicable Master Servicer nor the applicable Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company


 






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satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and such federal or state chartered depository institution or trust company is not an Affiliate
of such Master Servicer or such Special Servicer, as applicable, unless such depository institution or trust company satisfied
the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30)
days prior to such insolvency).


 


(c)           Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, the applicable Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07       Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) Each Master Servicer (with respect to the applicable
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and
each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage
Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and
except as provided in the next sentence with respect to the applicable Master Servicer or the applicable Special Servicer, as
the case may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with
respect to any required Servicing Advance, each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a
Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in
the event the Trustee has an insurable interest therein and such insurance is available to such Master Servicer or such Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates (provided that any determination
that such insurance coverage is not available or not available at commercially reasonable rates shall be made (i) prior to the
occurrence and continuance of any Control Termination Event and other than with respect to any Excluded Loan as to the Directing
Certificateholder, with the consent of the Directing Certificateholder, (ii) after the occurrence and during continuance of a
Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, after consultation
with the Directing Certificateholder, and (iii) with respect to any REO Property and other than with respect to an Excluded Loan
as to the Risk Retention Consultation Party, after consultation with the Risk Retention Consultation Party (pursuant to Section
6.08(a) or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB
Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion Loan) and, after consultation
by the applicable Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in the case of the
Directing Certificateholder and Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party).
Such determination shall be made by the applicable Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related 







 






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Serviced
Companion Loan) or the applicable Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property)
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such
Master Servicer (with respect to a Non-Specially Serviced Loan) or such Special Servicer (with respect to a Specially Serviced
Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to
be maintained on such Mortgaged Property, such Master Servicer or, with respect to REO Property, such Special Servicer, as applicable,
shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into
account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding proviso,
a Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain
(or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the applicable Master Servicer (with respect to a Non-Specially Serviced
Loan) or the applicable Special Servicer (with respect to a Specially Serviced Loan) (i) unless a Control Termination Event has
occurred and is continuing and other than with respect to any Excluded Loan as to the Directing Certificateholder, with the consent
of the Directing Certificateholder, (ii) after the occurrence and during continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event and other than with respect to an Excluded Loan as to the
Directing Certificateholder, after consultation with the Directing Certificateholder, and (iii) with respect to any Specially
Serviced Loan other than an Excluded Loan as to the Risk Retention Consultation Party, after consultation with the Risk Retention
Consultation Party pursuant to Section 6.08(a) (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder))
and only in the event the Trustee has an insurable interest therein and such insurance is available to the applicable Master Servicer
or the applicable Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable rates. Each
Master Servicer and each Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the
costs of such insurance being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last sentence
of this paragraph, such Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property)
no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless such
Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and other than with respect
to any Excluded Loan as to the Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the
occurrence and during continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event and other than with respect to an Excluded Loan as to the Directing Certificateholder, after consultation with
the Directing Certificateholder, and (iii) with respect to any Specially Serviced Loan other than an Excluded Loan as to the applicable
Special Servicer, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (or, in each case,
with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
with the consent of the Serviced AB Whole Loan Controlling Holder)) that such insurance is not available at commercially reasonable
rates or that the Trustee does not have an insurable interest, in which case the applicable Master Servicer shall be entitled
to conclusively rely on such Special 





 






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Servicer’s determination. All Insurance Policies maintained by a Master Servicer or
a Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the applicable Master
Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced
Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the applicable Special Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee
(in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable,
and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan)
or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions,
(iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted
under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the
insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’
prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued
by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by a Master Servicer
or a Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with
the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by a Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and
other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced
by such Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance
would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection Account) and will be charged
to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that
the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by a Special Servicer in maintaining any
such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the applicable
Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would
be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection Account). The foregoing provisions
of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding
any provision to the contrary, no Master Servicer shall be required to maintain, and will not be in default for failing to obtain,
any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination
of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable
rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion


 






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for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the applicable Master Servicer shall, consistent with the Servicing
Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged
Property contain Additional Exclusions; provided that such Master Servicer shall be entitled to conclusively rely upon
certificates of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to
either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons
for failing to purchase such insurance and (C) if the related Mortgage Loan is a Specially Serviced Loan, notify the applicable
Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge
to be based upon such Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that
any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.
In addition, upon the written request of the Risk Retention Consultation Party with respect to any Major Decision, the applicable
Special Servicer will be required to consult on a non-binding basis pursuant to Section 6.08(a) with the Risk Retention
Consultation Party (only with respect to a Specially Serviced Loan and other than with respect to any Mortgage Loan that is an
Excluded Loan as to such party) within the same time period as it would obtain consent of, or consult with, the Directing Certificateholder
in connection with any such determination, by such Special Servicer, of an Acceptable Insurance Default. If the applicable Master
Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially Serviced
Loan) determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, such Special
Servicer (with respect to such determination made by the Special Servicer) shall notify the applicable Master Servicer and such
Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. Each Master
Servicer and each Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making
such determinations. Each Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer)
in determining whether Additional Exclusions exist. Furthermore, each Master Servicer or each Special Servicer, as applicable,
shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated
Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding
Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the applicable Master Servicer
or the applicable Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing
Certificateholder or the holder of any Companion Loan, and/or (solely with respect to Specially Serviced Loans) upon the request
of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention Consultation Party, neither
the applicable Master Servicer nor the applicable Special Servicer will be liable for any loss related to its failure to require
the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as a result
of such failure and such Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)           (i) If either Master Servicer or any Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any


 






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


 


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


 






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absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard.


 


(c)           Each Master Servicer and each Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the applicable Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master
Servicer or such Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements
of this Section 3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance
policies, as the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that
such bonds, if any, and insurance policies are in full force and effect.


 


(d)           At the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has
been made available), such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance
is available at commercially reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard
and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only
to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits
the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and
any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the
National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property,
if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the
Mortgagor, such Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent
available at commercially reasonable rates (as determined by such Special Servicer prior to the occurrence and continuance of
a Control Termination Event, with the consent of the Directing Certificateholder (other than with respect to any Mortgage Loan
that is an Excluded Loan as to such party and any Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control
Appraisal Period)) and, with respect to a Specially Serviced Loan and upon request of the Risk Retention Consultation Party within
the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder in accordance with and
to the extent provided in Section 6.08 (in


 






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either such case, in accordance with the Servicing Standard), a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage
not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, amended, plus
such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing
Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of
the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor,
paid by the applicable Master Servicer as a Servicing Advance.


 


(f)            Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the applicable Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or
remote parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch, such Master Servicer
(or its public parent) or such Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to any of its obligations under this Section 3.07.


 


(g)           Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08       
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)            provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)           provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection
with any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master
Servicer (with respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the
applicable Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such
matter involves a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may
have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold
its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights,
provided that if such matter is a Major Decision, (i) the applicable Special Servicer (A) prior to the occurrence and continuance
of a Control Termination Event and other than with respect to an Excluded Loan with respect to the Directing Certificateholder
has obtained the consent (or deemed consent) of the


 






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Directing Certificateholder to the extent required by, and pursuant to the
process described under Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the
Directing Certificateholder, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination
Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a), (C) if such Mortgage Loan is not an Excluded Loan
as to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation
Termination Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted with the Risk Retention
Consultation Party if and to the extent required pursuant to Section 6.08(a) and (D) with respect to a Serviced AB
Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related Subordinate
Companion Holder shall have been obtained, to the extent required by the terms of the related Intercreditor Agreement, and pursuant
to the process described in this Agreement (provided that in the case of clause (A), clause (B)
and clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable,
if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days
after receipt of the applicable Special Servicer’s written recommendation and analysis and all information reasonably requested
by the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special
Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage
Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater
than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with
all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage
Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest Mortgage Loans outstanding (by Stated
Principal Balance), the applicable Master Servicer or the applicable Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to sub-clauses (y) and (z) of this sub-clause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is
continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


With
respect to any “due-on-sale” matter described above that is a Major Decision related to any Mortgage Loan that is
not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, upon
request of the Risk Retention Consultation Party, the applicable Special Servicer shall consult on a non-binding basis with the
Risk Retention Consultation Party with respect to (i) prior to the occurrence and


 






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continuance of a Consultation Termination Event,
Specially Serviced Loans; and (ii) following the occurrence and during the continuance of a Consultation Termination Event, all
Mortgage Loans, within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder
with respect to such Major Decision.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or
the applicable Special Servicer, as the case may be, shall (if not already provided in accordance with Section 3.25
of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion
Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage
Loan or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain
conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order
to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being
serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially Serviced Loans) and the applicable
Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine
in accordance with the Servicing Standard whether such conditions have been satisfied.


 


(b)           As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a
provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)            provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in
the Mortgagor or principals of the Mortgagor; or


 


(ii)           requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master
Servicer (with respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the
applicable Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such
matter involves a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may
have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold
its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive
its right to exercise such rights, provided that, if such matter is a Major Decision, (i) (A) if such Mortgage Loan is
not an Excluded Loan with respect to the Directing Certificateholder, no Control


 






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Termination Event shall have occurred and be
continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall
have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a),
and (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination
Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the
applicable Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to
Section 6.08(a), (C) if such Mortgage Loan is not an Excluded Loan as to the Risk Retention Consultation Party
and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred
and be continuing, the applicable Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the
extent required pursuant to Section 6.08(a) and (D) with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of an AB Control Appraisal Period, the applicable Special Servicer shall have obtained the prior consent of the
related Subordinate Companion Holder to the extent required by the terms of the related Intercreditor Agreement (provided
that in the case of clause (A), clause (B) and clause (C) such consent shall be deemed given
or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation,
as the case may be, is not provided within ten (10) Business Days after receipt of the applicable Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder or the Risk Retention
Consultation Party, as applicable, and reasonably available to such Special Servicer in order to grant or withhold such consent
or conduct such consultation), and (ii) such Master Servicer or such Special Servicer, as the case may be, has obtained Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage
Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the
outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has
a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance
of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is
one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to sub-clauses (A), (B), (C) and (D) of
this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for
such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan with respect to the Directing Certificateholder (regardless of whether a Control Termination Event has occurred and is continuing),
the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With
respect to any “due-on-encumbrance” matter described above that is a Major Decision related to any Mortgage Loan that
is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest,
upon request of the


 






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Risk Retention Consultation Party, the applicable Special Servicer shall consult on a non-binding basis with
the Risk Retention Consultation Party with respect to (i) prior to the occurrence and continuance of a Consultation Termination
Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance of a Consultation Termination Event,
all Mortgage Loans (for the avoidance of doubt, other than with respect to any transfer or assumptions provided for in clause
(xiv) or (xvi) of the definition of “Master Servicer Decision” or any waiver of a “due-on-encumbrance”
clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of
the definition thereof), within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder
with respect to such Major Decision.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall
(if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents
are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use
reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance
such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied
where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage
Loan or related Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially
Serviced Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall determine whether such conditions have been satisfied.


 


After
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent
or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect
to a Mortgage Loan that is a Non-Specially Serviced Loan as to which such matter involves a Major Decision, the applicable
Master Servicer shall promptly provide the applicable Special Servicer with written notice of any such request for such matter,
and, unless the applicable Master Servicer and the applicable Special Servicer mutually agree that such Master Servicer shall
process such request, such Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
and such Master Servicer will have no further obligation with regard to such request or due-on-sale or due-on-encumbrance except
as provided in the next sentence. With respect to such request, the applicable Master Servicer shall continue to cooperate with
the applicable Special Servicer by delivering any additional information in the applicable Master Servicer’s possession
to the applicable Special


 






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Servicer requested by the applicable Special Servicer relating to such consent or waiver with respect
to such a “due-on-sale” or “due-on-encumbrance” clause. If the applicable Master Servicer and the applicable
Special Servicer mutually agree that the applicable Master Servicer shall process such request, the applicable Master Servicer
will be required to provide the applicable Special Servicer with such Master Servicer’s written recommendation and analysis,
to the extent such Master Servicer is recommending approval, and all information in such Master Servicer’s possession that
may be reasonably requested in order to grant or withhold such consent by the applicable Special Servicer or the Directing Certificateholder
or other person with consent or consultation rights; provided that in the event that such Special Servicer does not respond within
ten (10) Business Days after receipt of such written recommendation and analysis and all such reasonably requested information,
plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable,
any additional time period provided to a Companion Holder under a related Intercreditor Agreement, such Special Servicer’s
consent to such matter shall be deemed granted.


 


(c)           Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to
receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)           Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master
Servicers nor the Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion
Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The applicable Master Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers
(except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information)
it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with
respect to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms
of this Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance
with Section 3.25) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption
or substitution agreement executed pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such
agreement.


 


(e)           [RESERVED].


 


(f)            For the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under
any “due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions
of Section 3.08(a) through (d) hereof or, with respect to an NCB Co-op Mortgage Loan, in compliance with
the provisions of the following paragraph. In the case of a Special Servicer, no such waiver or consent shall be made without
(x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder
having been obtained if and to the extent required by, and pursuant to the process described under Section 6.08(a),
(y) (i) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of
a Consultation Termination Event and (ii) other than with


 






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respect to any Excluded Loan with respect to the Directing Certificateholder,
after having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)
or (z) other than with respect to any Excluded Loan with respect to the Risk Retention Consultation Party, after having
consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a).


 


(g)           Notwithstanding the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding
the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee
in order to incur subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without
the need to obtain any consent or approval of, or to consult with, the Directing Certificateholder hereunder (and without the
need to obtain a Rating Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt
Conditions have been met; provided that, subject to the related Mortgage Loan documents and applicable law, the NCB Master
Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related
“due-on-encumbrance” clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated
costs and expenses are covered without any expense to the Trust.


 


(h)           Notwithstanding the foregoing provisions of this Section 3.08, if a Master Servicer or a Special Servicer, as applicable,
makes a determination under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related
Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent
of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless
such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the
Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09       
Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related
to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer shall promptly provide written
notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable Special
Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, subject to the Directing Certificateholders’ and the Risk Retention Consultation Party’s
respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the
related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of
the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default
as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the applicable Master
Servicer or the applicable Special Servicer shall not be required to make a


 






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Servicing Advance and expend funds toward the restoration
of such property unless such Special Servicer has determined in its reasonable discretion that such restoration will increase
the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to such Master Servicer or
such Special Servicer, as applicable, for such Servicing Advance, and such Master Servicer or such Special Servicer has not determined
that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs
and expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the applicable Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing
contained in this Section 3.09 shall be construed so as to require a Master Servicer or a Special Servicer, on behalf
of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the applicable Master Servicer or the applicable Special Servicer in its
reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal
obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing Standard. If
and when the applicable Special Servicer or the applicable Master Servicer deems it necessary and prudent for purposes of establishing
the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for
purposes of making an offer at foreclosure or otherwise, the applicable Special Servicer or the applicable Master Servicer, as
the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated
appraiser the cost of which shall be paid by such Master Servicer as a Servicing Advance.


 


(b)           The applicable Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)            such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by
such Special Servicer; or


 


(ii)           such Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer
as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to
the related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)           Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable
Master Servicer nor the applicable Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu
of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action,
the Trustee, on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to
be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged
Property within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to such effect
delivered to the Trustee) the applicable Special Servicer has previously determined in accordance with the Servicing Standard,
based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental
Assessments and performed within six (6) months prior to any such acquisition of title or other action, that:


 



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(i)            such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)           there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost
of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence
shall be paid by the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which
case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the
related Intercreditor Agreement by the applicable Master Servicer from its Collection Account, including from the Companion Distribution
Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced
Whole Loan)); and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect
to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional
environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described
in clauses (i) and (ii) of the preceding sentence have been satisfied. The applicable Special Servicer (other than any Non-Serviced
Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates
by which any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform
any actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee
to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder
of the Lower-Tier Regular Interests).


 


(d)           If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made
pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could
be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then
the applicable Special


 






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Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than
proceeding to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder
and after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior
to the occurrence and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence
and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination
Event) and (B) other than with respect to any Excluded Loan as to such party) at such time as it deems appropriate to release
such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate
Administrator, the applicable Master Servicer, the Directing Certificateholder and the Risk Retention Consultation Party ((A) in
the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and (B) in
the case of the Directing Certificateholder and the Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party), in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the
Certificate Administrator shall have posted such notice of the applicable Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in
addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled
to more than 50% of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30)
days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to
respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is
to be an expense of the Trust; provided that the applicable Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)           Each Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to
such party), the Master Servicers and the 17g-5 Information Provider monthly regarding any actions taken by such Special Servicer
with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such
conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property.


 


(f)            Each Special Servicer shall notify the applicable Master Servicer of any abandoned and/or foreclosed properties which require
reporting to the Internal Revenue Service and shall provide such Master Servicer with all information regarding forgiveness of
indebtedness and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed
and such Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable
law, such information and such Master


 






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Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all
forgiveness of indebtedness and abandonment and foreclosure to the extent such information has been provided to such Master Servicer
by such Special Servicer. Upon request, the applicable Master Servicer shall deliver a copy of any such report to the Trustee
and the Certificate Administrator.


 


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


 


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


 


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


 


(b)           From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the applicable Master Servicer or the applicable Special Servicer shall deliver to the
Custodian a Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File or any document therein to the applicable Master Servicer or the applicable Special Servicer (or a designee), as
the case may be. Upon return of such Mortgage


 






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


 


(c)           Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special
Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable
Special Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for
signature, such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the
execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review
such documents for their sufficiency or enforceability.


 


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


 


Section 3.11       
Servicing Compensation. (a) As compensation for its activities hereunder, the each Master Servicer shall be entitled to
receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of
any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “specially serviced loan” under any related Non-Serviced PSA) for which it acts as a master
servicer. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing
Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the
case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest
payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan


 






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is computed. The Servicing Fee with respect
to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related
Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be
serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall
continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest
on each REO Loan, and as otherwise provided by Section 3.05(a). Each Master Servicer shall be entitled to recover
unpaid Servicing Fees in respect of any applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments,
Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries
of interest, to the extent permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor
servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee
shall be payable to the applicable Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


Each
Master Servicer shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor and any related Companion Loan for which it acts as Master Servicer: (i) 100%
of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that
are Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then such Master Servicer shall
be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items
received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the applicable
Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that for the avoidance
of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the applicable
Special Servicer is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and
other similar fees (other than assumption application and defeasance fees) or other actions performed in connection with this
Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement) relating to Master Servicer Decisions; provided, that if any such matter involves
a Major Decision, then such Master Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout fees and
other similar fees. In addition, the applicable Master Servicer shall be entitled to charge and retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) any charges for beneficiary statements or demands
(to the extent such beneficiary statements or demands are prepared by the applicable Master Servicer) and other customary charges,
amounts collected for checks returned for insufficient funds (relating to


 






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the accounts held by such applicable Master Servicer)
and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the
related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall
not be required to deposit such amounts in its Collection Account or the Companion Distribution Account pursuant to Section 3.04(a)
or Section 3.04(b), respectively. Subject to Section 3.11(b), the applicable Master Servicer shall also
be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d),
(ii) interest or other income earned on deposits relating to the Trust Fund in its Collection Account or the Companion Distribution
Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts which are
not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive,
between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu
Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments.
The applicable Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and
to the extent such expenses are not payable directly out of its Collection Account and the applicable Master Servicer shall not
be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything to the contrary, if either the applicable Master Servicer or the applicable Special Servicer has partially waived any
Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued
when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared
pro rata by the applicable Master Servicer and the applicable Special Servicer based on the respective portions of such Penalty
Charge to which each would otherwise have been entitled.


 


Notwithstanding
anything herein to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its
option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage
Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided,
however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing
Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee
to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market-rate
servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable
Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The applicable
Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time
and to the extent such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation
or termination of Wells Fargo Bank, National Association as General Master Servicer or National Cooperative Bank, N.A. as


 






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NCB
Master Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence).


 


A
Liquidation Fee shall be payable to each Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which such Master Servicer is acting as Enforcing Servicer and obtains Liquidation Proceeds described in
clauses (iv) or (vii) of the definition thereof.


 


(b)           As compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue
from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting
which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in
accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the applicable Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicers shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 


(c)           Each Special Servicer shall be entitled to additional servicing compensation in the form of


 


(i)            100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,


 


(ii)           100% of all assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of
all assumption application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage
Loans) and Serviced Companion Loans that are Non-Specially Serviced Loans to the extent such Special Servicer processes the underlying
transaction,


 


(iii)          100% of waiver, consent and earnout fees, or other actions performed in connection with this Agreement on the Specially Serviced
Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans,


 


(iv)          100% of assumption fees and other similar fees received with respect to Specially Serviced Loans,


 


(v)           50% of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than assumption
application fees and defeasance fees) received with respect to any Mortgage Loans (other than Non-Serviced Mortgage


 






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Loans, but
including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced Loans to the extent that the matter
involves a Major Decision,


 


(vi)          with respect to the accounts held by such applicable Special Servicer, 100% of charges by such Special Servicer collected for
checks returned for insufficient funds, and


 


(vii)         100% of charges for beneficiary statements and demand charges actually paid by the Mortgagors to the extent such beneficiary statements
or demand charges are prepared by the applicable Special Servicer,


 


shall
be promptly paid to the applicable Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor)
to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant
to Section 3.04(a). Subject to Section 3.11(b), the applicable Special Servicer shall also be entitled
to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(b)
and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value
Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date
related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation
(other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid
by or on behalf of the related Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it
remains a Corrected Loan; provided, however, that after receipt by the applicable Special Servicer of Workout Fees
with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced
by the Excess Modification Fee Amount received by the applicable Special Servicer; provided, further, however,
that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000,
then the applicable Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including
any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of
that Corrected Loan (including any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but
not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount
equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will
cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable
if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicers shall not be entitled to any Workout
Fee with respect to a Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated (other than for cause)
or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related
Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no
longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the applicable Special Servicer resigns
or is terminated (other than for cause), it will receive any Workout Fees payable


 






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on Specially Serviced Loans for which the resigning
or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring
or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special
Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three
(3) consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such
three (3) consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout
Fees. The applicable Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation
Fee will be payable to the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to which the
Special Servicer acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan),
(c) each REO Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds and (d) each Mortgaged Loan repurchased by a Mortgage Loan
Seller or for which a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer
is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds
and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything
herein to the contrary, a Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation
Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to
the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with
this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(b),
each Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The applicable Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses
pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Collection
Account or the REO Account, and the applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


Notwithstanding
anything to the contrary, if either the applicable Master Servicer or the applicable Special Servicer has partially waived any
Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued
when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared
pro rata by the applicable Master Servicer and the applicable Special Servicer based on the respective portions of such
Penalty Charge to which each would otherwise have been entitled.


 


For
the avoidance of doubt, with respect to any fee split (other than a fee split with regard to Penalty Charges) between the applicable
Master Servicer and the applicable Special


 






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Servicer pursuant to the terms of the Agreement, the applicable Master Servicer and
the applicable Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective
percentage interest in any such fee; provided, however, that (A) neither the applicable Master Servicer nor the
applicable Special Servicer will have the right to reduce or elect not to charge the percentage interest of any such fee due to
the other and (B) to the extent either of the applicable Master Servicer or the applicable Special Servicer exercises its right
to reduce or elect not to charge its respective percentage interest in any such fee, the party that reduced or elected not to
charge such fee will not have any right to share in any part of the other party’s portion of such fee. If the applicable
Master Servicer decides not to charge any fee (other than Penalty Charges), the applicable Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the applicable Special Servicer would have been entitled if the
applicable Master Servicer had charged a fee and the applicable Master Servicer will not be entitled to any of such fee charged
by the applicable Special Servicer. Similarly, if the applicable Special Servicer decides not to charge any fee (other than Penalty
Charges), the applicable Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the
applicable Master Servicer would have been entitled if the applicable Special Servicer had charged a fee and the applicable Special
Servicer shall not be entitled to any portion of such fee charged by the applicable Master Servicer.


 


(d)           In determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the
applicable Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related
Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master
Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing
advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA,
to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the
Trust for all interest on Advances previously paid to the applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi)
(and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing advances reimbursed
by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to
the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related
Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing
Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the applicable Special Servicer and all
unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to
a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced
PSA) remaining thereafter shall be distributed to the applicable Master Servicer, if and to the extent accrued while such Mortgage
Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the applicable Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicers and the Special Servicers shall be distributed
between the applicable Master Servicer and the applicable Special Servicer, on a pro rata basis,


 






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based on such Master Servicer’s
and such Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding
the foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant
to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of
the Trust in accordance with this Section 3.11(b).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
applicable Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same
manner as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned
with respect to such Serviced Whole Loan as the applicable Special Servicer of such Serviced Whole Loan. With respect to a Servicing
Shift Mortgage Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to
any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan
on the applicable Servicing Shift Securitization Date, the Non-Serviced Special Servicer and the applicable Special Servicer
shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if such Special Servicer were being terminated
as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing
such Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


 


(e)           With respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master
Servicer within two (2) Business Days following the Determination Date, and such Master Servicer shall deliver, to the extent
it has received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable
between the Certificate Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of
any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect
to such Distribution Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer
Fees were received.


 


(f)            Each Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or
indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)           Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicers in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent


 






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sufficient
funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section 3.12       
Inspections; Collection of Financial Statements; Delivery of Reports. (a) Each Master Servicer shall perform (at its own
expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a
Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) for which it is acting as Master Servicer
with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less
than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2019 (and
each Mortgaged Property shall be inspected on or prior to December 31, 2020); provided, however, that if a physical inspection
has been performed by the applicable Special Servicer in the previous twelve (12) months, such Master Servicer will not be
required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes
more than sixty (60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause
to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan
and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by a
Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to
the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related
Mortgagor and then from the applicable Collection Account pursuant to Section 3.05(a)(ii), provided that, in the case
of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan
(if any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections. The applicable Special Servicer or the applicable Master Servicer, as applicable, shall prepare or
cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property
to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that
the preparer of such report has knowledge of and the applicable Master Servicer or the applicable Special Servicer, as the case
may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, and that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the
Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs
of each inspected Mortgaged Property. The applicable Special Servicer and the applicable Master Servicer shall promptly following
preparation deliver or make available a copy (in electronic format) of each such report prepared by such Special Servicer and
such Master Servicer,


 






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respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to the Directing Certificateholder)
that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver or make available a
copy (in electronic format) of each such report prepared by such Special Servicer and such Master Servicer, as applicable, to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including
Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan (as to the Directing
Certificateholder) that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the applicable
Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request
to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)           Each Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially
Serviced Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans
for which it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial
statements, budgets and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) of the related
Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items
is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered
under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the
terms of the related Mortgage Loan documents. The applicable Master Servicer and the applicable Special Servicer shall not be
required to request such operating statements or rent rolls (or, with respect to residential cooperative properties, maintenance
schedules) more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the applicable Special Servicer shall cause quarterly and annual operating statements, budgets and
rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The applicable Special Servicer shall deliver all such items to the applicable Master Servicer within five (5)
Business Days of receipt, and such Master Servicer and such Special Servicer, as applicable, shall deliver or make available copies
of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the
Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case
of annual statements, later than June 30 of each year commencing 2019. Upon the request of any Privileged Person (other than
the NRSROs) to receive copies of such items, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or
the applicable Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic
copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the
request of any NRSRO, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special
Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available copies of all or any portion
of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 



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In
addition, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer
(with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans),
as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and REO Property:


 


(i)            Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five
(45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2018, a CREFC®
Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan
documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property
or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first
calendar quarter of each year will not be required to the extent provided in then-current applicable CREFC® guidelines
(it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or
report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless
such Mortgaged Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) is on the CREFC® Servicer Watch List). The applicable Master Servicer (with
respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage
Loans and REO Properties that do not relate to Non-Serviced Mortgage Loans), as applicable, shall deliver or make available copies
(in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating
statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).


 


(ii)           Within forty-five (45) days after receipt of an annual operating statement or rent rolls (or, with respect to the residential
cooperative properties, maintenance schedules) (if and to the extent any such information is in the form of normalized year-end
financial statements that have been based on a minimum number of months of operating results as recommended by CREFC®
in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days
of receipt of such annual operating statement for the calendar year ending December 31, 2018, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the applicable Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The applicable Master Servicer (with respect to Non-Specially Serviced Mortgage Loans)
or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Properties that do not relate to
Non-Serviced Mortgage Loans), as applicable, shall deliver or make available copies (in electronic format) of each CREFC®
NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (or, with respect to the residential
cooperative properties, maintenance schedules) (in each case, promptly


 






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following the initial preparation and each material revision
thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any
Serviced Companion Loan) and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
all such items to the 17g-5 Information Provider’s Website.


 


(c)           At or before 2:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or
cause to be delivered to the applicable Master Servicer and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports
with respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO
Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer
in an electronic format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such Determination
Date, which CREFC® Special Servicer Loan File shall include data, to enable the applicable Master Servicer to produce
the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a
CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC®
NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting
financial statements, budgets, operating statements and rent rolls (or, with respect to residential cooperative properties, maintenance
schedules) submitted by the Mortgagor.


 


(d)              
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning June 2018, each Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the
extent such Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent
CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with
respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the applicable Special Servicer and the applicable Master
Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination Date,
(E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special
Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the applicable Special Servicer, if
any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning June 2018, the
applicable Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable
CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO
Liquidation Reports received from the applicable Special Servicer. Not later than 2:00 p.m. (New York City time) two (2)
Business Days prior to the Distribution Date beginning June 2018, the applicable Master Servicer shall deliver or cause to be
delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and, to the
extent received by such Master Servicer,


 






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the CREFC® Appraisal Reduction Template, if provided for such Distribution
Date. In no event shall any report described in this subsection be required to reflect information that has not been collected
by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not
later than two (2) Business Days prior to each P&I Advance Date, the NCB Master Servicer shall deliver to the General Master
Servicer an NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File in both EDGAR-Compatible Format
and Excel format; provided, however, that the NCB Master Servicer shall have no obligation to prepare or deliver
such NCB CREFC® Schedule AL File unless the NCB Master Servicer receives the Initial Schedule AL File from the
Depositor pursuant to Section 2.01(i). If the General Master Servicer does not receive such NCB CREFC®
Schedule AL File from the NCB Master Servicer by two (2) Business Days prior to the related P&I Advance Date, it shall immediately
request such NCB CREFC® Schedule AL File from the NCB Master Servicer via email at BANK2018BNK12@ncb.com and send a
copy of such request to the Depositor via email at CRRCompliance@wellsfargo.com. In preparing the NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation
or verification, the NCB Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness
and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus. The NCB CREFC® Schedule AL File and
the NCB Schedule AL Additional File delivered by the NCB Master Servicer shall each be a single file.


 


Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning June 2018, the General Master Servicer shall
deliver to the Certificate Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator
a Schedule AL Additional File, each covering all of the Mortgage Loans (which CREFC® Schedule AL File and Schedule
AL Additional File shall include the information contained in the NCB CREFC® Schedule AL File and any NCB Schedule
AL Additional File, respectively, delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date
pursuant to the immediately preceding paragraph), and each in both EDGAR-Compatible Format and Excel format; provided,
however, that the General Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule
AL File for any given Distribution Date unless the General Master Servicer receives the Initial Schedule AL File from the Depositor
pursuant to Section 2.01(i) and the NCB CREFC® Schedule AL File for such Distribution Date pursuant
to the immediately preceding paragraph. If the Certificate Administrator does not receive the CREFC® Schedule AL
File from the General Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall request the CREFC®
Schedule AL File from the General Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request
to the Depositor via email at leland.f.bunch@baml.com and william.stillerman@bankofamerica.com. In preparing the
CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due
diligence, investigation or verification, the General Master Servicer shall be entitled to conclusively rely, absent manifest
error, on the content, completeness and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus and the NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File delivered to the General Master Servicer by the NCB Master Servicer
for such Distribution Date pursuant to the immediately preceding paragraph. The CREFC® Schedule AL File and the
Schedule AL Additional File delivered by the


 






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General Master Servicer shall each be a single file. The Certificate Administrator
shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files provided or
prepared by or on behalf of either or both Master Servicers. The Certificate Administrator shall not be required to review, redact,
reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule
AL File or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents
of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


In
the absence of manifest error, each Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon each Master Servicer’s reports and each Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)           Each Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c), and such Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). Each Master Servicer may,
absent manifest error, conclusively rely on the reports and/or data to be provided by the applicable Special Servicer pursuant
to Section 3.11(e), Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent
manifest error, conclusively rely on the reports and/or data to be provided by the applicable Master Servicer pursuant to Section 3.12(d).
In the case of information or reports to be furnished by the applicable Master Servicer to the Certificate Administrator or any
other Person pursuant to Section 3.12(b) or Section 3.12(d), to the extent that such information or reports
are, in turn, based on information or reports to be provided by the applicable Special Servicer pursuant to Section 3.11(e),
Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered
by the applicable Special Servicer pursuant to Section 3.11(e), Section 3.12(b) or Section 3.12(c),
the applicable Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator
or any other Person until it has received the requisite information or reports from the applicable Special Servicer, and the applicable
Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(b)
or Section 3.12(d) caused by the applicable Special Servicer’s failure to timely provide any information
or report required under Section 3.11(e), Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)            Notwithstanding the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the
extent such Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of such Master
Servicer or such Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. A Master Servicer and a Special
Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent
with applicable law and the Servicing Standard. A Master Servicer or a Special Servicer


 






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may affix to any information provided
by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other
party hereto).


 


(g)           Unless otherwise specifically stated herein, if a Master Servicer or a Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, such Master Servicer or such Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on such Master Servicer’s website (with respect to items delivered by such Master Servicer (except with respect
to items delivered by such Master Servicer to the Certificate Administrator)) or the Certificate Administrator’s Website,
unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the applicable Master Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the
applicable Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure
due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.


 


Section 3.13       
Access to Certain Information. (a) Each Master Servicer and Special Servicer shall provide or cause to be provided to the
Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder
that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of
the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal
or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder
of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and
the Trust within its control which may be required by applicable law. At the election of the applicable Master Servicer, the applicable
Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and such Master Servicer, such Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator
on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The
failure of a Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result
of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer
to any information


 






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provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions
on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions
of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any
provision of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent
that such Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent
with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan
or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the
Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially
harm the Trust. Without limiting the generality of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing
information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or
exercise of remedies as to any particular Mortgage Loan.


 


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


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order,


 






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no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate
Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


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


 


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


 


(A)            
the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to
the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)             
this Agreement and any amendments and exhibits hereto;


 


(C)             
any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          
   the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)             
the CREFC® Loan Setup File provided by each applicable Master Servicer to the Certificate Administrator;


 


(ii)          the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)            
any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


 


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


 


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)             
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation,


 






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the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)             
all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)            
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section
3.19(f);


 


(B)             
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)             
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)            
the CREFC® Appraisal Reduction Template;


 


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


 


(A)            
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)             
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)             
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


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


 


(E)             
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)              
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)            
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 



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(H)            
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by
the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)               any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)               any notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)            
any notice of termination pursuant to Section 9.01;


 


(L)             
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the
acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j)
or Section 12.03, respectively;


 


(M)           
any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 


(N)            
any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


 


(O)            
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred
or is terminated;


 


(P)              any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)            
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)             
any assessments of compliance delivered to the Certificate Administrator; and


 


(S)              any attestation reports delivered to the Certificate Administrator;


 


(T)              any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


 


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


 



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(V)             
any Proposed Course of Action Notice;


 


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


 


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


 


(viii)        the “Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by each Retaining Party
with the retention and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect of
compliance with credit risk retention regulations;


 


provided
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the
existence of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance
of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (viii) above, provide e-mail notification to any Privileged Person (other than certain financial
market information providers under this agreement) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “Risk Retention Special Notices” tab.


 


In
the event that Bank of America, National Association in its capacity as the Retaining Sponsor determines that any Retaining Party
no longer complies with the provisions of the Risk Retention Rule, the Retaining Sponsor will be required to send a written notice
of such non-compliance to the Certificate Administrator who will post such notice on its website under the “Risk Retention
Special Notices” tab.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is
a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following
items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling


 






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Class Holder, upon delivery to the applicable
Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical
form (or, solely with respect to the applicable Master Servicer, in electronic form) of an investor certification substantially
in the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor
certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded
Controlling Class Loans (unless a loan-by-the applicable loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available
on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling
Class Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto,
such Directing Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the
Certificate Administrator’s Website. The Master Servicers, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit P-1B
hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is not
an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D
in physical form (or, solely with respect to the applicable Master Servicer, in electronic form) hereto from the Directing Certificateholder
or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with
respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling
Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the applicable
Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing
substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder
with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded
Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a
new investor certification substantially in the form of Exhibit P-1D in physical form (or, solely with respect
to the applicable Master Servicer, in electronic form) to access the information on the Certificate Administrator’s Website,
except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any
Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor
shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator,
and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and,
if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans,
as applicable.


 



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Notwithstanding
anything herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received
a notice substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating
Advisor or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling
Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an
Excluded Controlling Class Loan (including any related Excluded Information delivered to the Certificate Administrator for
posting to the Certificate Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, did not receive prior written notice that the related
Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the
Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with
Section 3.33.


 


Each
of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification
substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder.
To the extent the Directing Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information,
such Directing Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related
Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder or Controlling
Class Certificateholder or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and
procedures in place in order to comply with the obligations described in clause (i) above.


 


To
the extent the Risk Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted
by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate
Administrator regarding such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations
delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered
by the Trustee, a Master Servicer or a Special Servicer, supporting any determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with
information of other


 


 



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Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access
to such information, such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it
(i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees
or personnel of such Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates involved in the management
of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above. For the avoidance of doubt, (i) any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan)
shall be considered information that is aggregated with information of other Mortgage Loans at a pool level and (ii) the covenants
and restrictions in this paragraph are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master
Servicer or Certificate Administrator.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and
the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)           The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BANK 2018-BNK12” and an identification of the type of information being
provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto
or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any notices of waivers under Section 3.08(d);


 



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(ii)           any Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)          any notice of final payment on the Certificates;


 


(iv)          any environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)           any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section 11.10;


 


(vii)         any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


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


 


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


 


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


 


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


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee


 


 






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


 


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


 


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


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s
Website. Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m.,
New York City time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next
Business Day. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether
the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than
what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The
Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt
of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5
Information Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider may be
directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “BANK 2018-BNK12”
in the subject line).


 


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


 



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


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. The
Master Servicers and the Special Servicers may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider. The 17g-5 Information Provider shall notify-each Person that has signed-up for access to the 17g-5 Information
Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the body
of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and
used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address
if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification
in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered
to it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BANK 2018-BNK12”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)           The applicable Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide
bulk information that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be
posted by the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such
information in accordance with the timeframe provided in Section 3.13(c) above; provided, however, that
if the 17g-5 Information Provider is not able to post such information in accordance with the timeframe in Section 3.13(c),
then it shall post such information within a reasonable time.


 


(e)           Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall
be provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be


 






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made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)            Each Master Servicer and each Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than
any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information
is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website
in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by
this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without
limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each Master Servicer and each
Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems
appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor
and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in
the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information is being
provided through the applicable Master Servicer’s website, and (B) acknowledge that such Master Servicer or such Special
Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such
information is provided via the applicable Master Servicer’s website, such Master Servicer and such Special Servicer may
require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement
as to the confidential nature of such information. In connection with providing access to or copies of the information described
in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement used by
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees
to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein
or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of
a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed
or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 



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


 


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


 


(h)           The Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic format.


 


(i)            None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand,
with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such
Rating Agency’s or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such
Rating Agency’s or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset
Representations Reviewer’s or the applicable Special Servicer’s, as the case may be, servicing operations in general;
provided that such Master Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable,
shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection
with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use
such information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating
Agencies


 






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may use information delivered under this clause (z) for any purpose to the extent it is publicly available
(unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating
Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that
they have access to) other than pursuant to this Section 3.13(i).


 


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


 


Section 3.14       
Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member
limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be
issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures,
and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of
the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies for a qualifying extension
of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the
period provided in then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)
by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator
an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust
of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will
not cause an Adverse REMIC Event. If the applicable Special Servicer is granted or not denied the REO Extension contemplated by
clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the
immediately preceding sentence, such Special Servicer shall sell such REO Property within such longer period as is permitted by
such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by such Special Servicer in connection
with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable
out of the Collection Accounts pursuant to Section 3.05(a).


 


(b)           Each Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish
and maintain one or more REO Accounts, held either (i) on behalf of the Trustee for the benefit of the Certificateholders, and,
if applicable, on behalf of any related Companion Holder(s), as applicable, as their interest shall appear or (ii) in the name
of the limited liability company wholly owned by the Trust which is managed by the Special Servicer and formed to hold title to
the REO Property, and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues and


 






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other
proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit,
or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified funds, all
REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the
REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer
shall give notice to the Trustee, the Certificate Administrator, and the applicable Master Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)           The applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days
after such amounts are received and properly identified (or, with respect to a Serviced Companion Loan, on the Business Day preceding
each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from the REO Account and remit to the
applicable Master Servicer, which shall deposit into the applicable Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however, that such Special Servicer may retain in such REO Account,
in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for
repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In
addition, on or prior to the day the applicable Special Servicer remits funds as provided in this Section 3.14(c),
the applicable Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to
such Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer shall apply all
such amounts as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on
each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)           The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15       
Management of REO Property. (a) If title to any REO Property is acquired, the applicable Special Servicer shall manage,
conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of
the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely
for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced
Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B)
of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special Servicer shall have
full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit
of the


 






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Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as
holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the pari passu nature
of any Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the applicable
Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that
earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net
after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection
therewith, the applicable Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than
two (2) Business Days following receipt of such properly identified funds) in the applicable REO Account all revenues received
by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts
on deposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance
of such REO Property, including, without limitation:


 


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


 


(ii)           all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any ground rents in respect of such REO Property, if applicable; and


 


(iv)          all costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving
notice from the applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance
from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered
to the Trustee, the applicable Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder
(with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder, and prior to the
occurrence and continuance of a Consultation Termination Event) such advances would, if made, constitute Nonrecoverable Servicing
Advances.


 


(b)           Without limiting the generality of the foregoing, no Special Servicer shall:


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


(iii)          any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed
in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the applicable Special Servicer upon receipt;


 


(iv)          none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder
with respect to the operation and management of any such REO Property; and


 


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


 


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


 






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(d)           When and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable Master
Servicer a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal
income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.15(a) and Section 3.15(b).


 


Section 3.16       
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially
Serviced Loan, the applicable Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the
Servicing Standard; provided, however, that if the applicable Special Servicer is then in the process of obtaining an Appraisal
with respect to the related Mortgaged Property, such Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The applicable Special Servicer
may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant
factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing
Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy; provided that the applicable Special Servicer shall promptly notify the applicable
Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)           If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer (with respect
to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly
notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option
to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)          If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such
a sale would be in the best economic interests of the


 






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Trust and, if applicable, the related Companion Holder. In the case of a
Non-Serviced Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage
Loan is not sold together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special
Servicer will be entitled to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has
occurred and is continuing and (ii) after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a),
in each case, provided such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage
Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and, subject to the terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer
will not be entitled to a liquidation fee), the applicable Special Servicer will be entitled to the liquidation fee that the related
Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage
Loan. Each Special Servicer is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the
Operating Advisor, the Directing Certificateholder (other than in respect of any Excluded Loan as to such party), the Subordinate
Companion Holder with respect to any Serviced AB Whole Loan prior to an AB Control Appraisal Period, and the Risk Retention Consultation
Party (other than in respect of any Excluded Loan as to such party) not less than ten (10) days’ prior written notice of
its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the applicable
Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person
that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A) In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer for such
price), the applicable Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the
highest offer received from any Person that is determined by such Special Servicer to be a fair price for such Specially Serviced
Loan, if the offeror is a Person other than an Interested Person. In determining whether any offer from a Person other than an
Interested Person constitutes a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in
addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this
Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition
of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person (provided that the
Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an
Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received.
Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless
(x) it is the highest offer received and (y) at least two other offers are received from independent third parties.
In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee
shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance
with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.
Except as provided in the following paragraph, the cost of


 






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any Appraisal will be covered by, and will be reimbursable as, a Servicing
Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will
not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall
continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.
Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced
Loan.


 


(B)             
The applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer
determines (in consultation with the Directing Certificateholder and the Risk Retention Consultation Party, subject to the
limitations on consultation set forth in and in accordance with Section 6.08(b) (in each case, unless a
Consultation Termination Event shall have occurred and be continuing and other than with respect to any Mortgage Loan that is
an Excluded Loan as to such party) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any
related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of
Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the
related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion
Holder constituted a single lender and, with respect to any Serviced AB Whole Loan, taking into account the subordinate
nature of the related AB Subordinate Companion Loan). In addition, the applicable Special Servicer may accept a lower offer
from any Person other than an Affiliate of such Special Servicer if it determines, in accordance with the Servicing Standard,
that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of
a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective
whole, as if such Certificateholders and, if applicable, the related Companion


 






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Holder constituted a single lender
and, with respect to any Serviced AB Whole Loan, taking into account the subordinate nature of the related AB Subordinate Companion
Loan) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer
or a Person that is an Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell
all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis
of anything other than the related Appraisal.


 


(C)             
In connection with any such sale involving a Serviced AB Whole Loan, the applicable Special Servicer shall have the right, but
not the obligation, to sell the related AB Subordinate Companion Loan if such Special Servicer determines that such sale is in
accordance with the Servicing Standard (taking into account the subordinate nature of the applicable Subordinate Companion Loan).


 


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


 


(b)           (i) The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole
Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan).
The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer,
each Companion Holder, the Certificate Administrator, the Directing Certificateholder and the Risk Retention Consultation Party
((A) in the case of the Directing Certificateholder and the Risk Retention Consultation Party, in respect of any Mortgage
Loan other than an Excluded Loan as to such party and (B) in the case of the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice of the
Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO
Property, in which case such Special Servicer shall accept the highest offer received from any Person for any REO Property in
an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing
Standard, the applicable Master Servicer, an Affiliate of the applicable Master Servicer, the applicable Special Servicer or an
Affiliate of such Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO
Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the


 






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commission that would have
been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(ii)           In the absence of any such offer as set forth in sub-clause (A) above, the applicable Special Servicer
shall, subject to sub-clause (C) below, accept the highest offer for such REO Property received from any Person
that is determined to be a fair price (1) by such Special Servicer, if the highest offeror is a Person other than an Interested
Person, or (2) by the Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is
equal to or greater than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent
an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it
is the highest offer received and (B) at least two other offers are received from independent third parties. Notwithstanding
anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer
for or purchase any REO Property pursuant hereto.


 


(iii)          The Special Servicers shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
such Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either
case, as a collective whole (taking into account the pari passu nature of any Serviced Companion Loans). In addition,
such Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the pari passu nature of any Serviced
Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable
Special Servicer or a Person that is an Affiliate of such Special Servicer.


 


(iv)          In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the applicable
Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other


 






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expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(v)           Subject to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion
Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if
applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)           Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer
determines to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16,
then the applicable Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage
Loan as one whole loan and shall require that all offers be submitted to such Special Servicer in writing. To the extent a determination
is required to be made hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination
shall be made by the applicable Special Servicer unless the offeror is an Interested Person and by the Trustee if the offeror
is an Interested Person and the offer is less than the Purchase Price. Notwithstanding the foregoing, the applicable Special Servicer
will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if
it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion
Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu
Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such
Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together
with any amendments to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale;
(c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced
Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced
Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than
is afforded to other offerors, the Directing Certificateholder


 






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and the Risk Retention Consultation Party) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the applicable Master Servicer or the applicable Special Servicer in connection with the proposed sale. The holder of the related
Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole
Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale.
Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any
of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required
to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the
expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage
Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for
such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall
continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)           (i) Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant
to the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given
priority over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor
Agreement. If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased
by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion
Loan will no longer be subject to this Agreement.


 


(ii)           Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)            Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)           In the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on
behalf of the Trust pursuant to the


 






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related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall
exercise such right.


 


Section 3.17       
Additional Obligations of Master Servicers and Special Servicers. (a) Each Master Servicer shall deliver all Compensating
Interest Payments with respect to the Mortgage Loans for which it acts as Master Servicer (other than the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. Each Master Servicer shall
deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion
Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor.


 


(b)           Each Master Servicer or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or
notices required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)           Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Accounts and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at
its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such
Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining
such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending on then-current
Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that,
with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the applicable Master Servicer or the Trustee
makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of
a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or
portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole
option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first
from principal collections as described above prior to payment from other collections). In connection with a potential election
by the applicable Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof during the Collection Period for any Distribution Date, the applicable Master Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans serviced by such Master Servicer to be received until the end
of such Collection Period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof; provided, however, that if, at any time the applicable Master Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement
of a


 






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Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion of general collections
on or in respect of Mortgage Loans deposited in the applicable Collection Account for such Distribution Date, then such Master
Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical, which shall mean that (i) the applicable Master Servicer
or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice
could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of a Master Servicer, it has not timely received from the Trustee information
required by such Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances
described in clause (i), (ii) or (iii) of the foregoing sentence apply, the applicable Master Servicer
or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing
herein shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to
the extent of any principal collections then available in the applicable Collection Account pursuant to Section 3.05(a)(v).
The applicable Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses
resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17(c) or to comply with
the terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if
any, has been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not
to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the applicable
Master Servicer or the applicable Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with
respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders
or any contractual obligation hereunder. If the applicable Master Servicer or the Trustee, as the case may be, determines, in
its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then such
Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Reimbursement Rate from all amounts in the applicable Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit
the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. The applicable Master Servicer’s or the Trustee’s, as the case may be, agreement to


 






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defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall
not be construed as an obligation on the part of such Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over such Master
Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued
interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances
shall be deemed to be in accordance with the Servicing Standard and none of the applicable Master Servicer, the Trustee or the
other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this Section 3.17(c) or for any losses, damages
or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation
of the Servicing Standard or any duty under this Agreement. Neither the applicable Master Servicer nor the Trustee shall have
any liability whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 


No
determination by a Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances
and/or interest thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to
such reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider
a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(d)           With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts
in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)           Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy
of any such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable
Event.


 


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a) The applicable Special Servicer shall process waivers, modifications,
amendments and consents with


 






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respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage
Loans (and any related Serviced Companion Loan) that are Non-Specially Serviced Loans, and the applicable Master Servicer shall
process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve a Major
Decision. The applicable Master Servicer and applicable Special Servicer may mutually agree that a modification, waiver, amendment
or consent that constitutes a Major Decision shall be processed by the applicable Master Servicer, subject to the applicable Special
Servicer’s consent. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a),
Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08,
but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion
Holder, as applicable, to advise or consult with the applicable Master Servicer or applicable Special Servicer with respect to,
or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement),
the applicable Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan (and
the applicable Special Servicer shall not consent to any such modification, waiver or amendment by the applicable Master Servicer)
that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other
than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the
Directing Certificateholder having been obtained by the applicable Special Servicer to the extent required by, and pursuant to
the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder,
but prior to the occurrence and continuance of a Consultation Termination Event, the applicable Special Servicer having consulted
with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided,
further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond
the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan
secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the
extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years,
prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or
related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, prior to any such extension, (1) the applicable Special Servicer shall provide the Trustee,
the Certificate Administrator, the applicable Master Servicer, the Operating Advisor, the Directing Certificateholder and the
Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan
that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent
permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense
of the Trust in accordance with Section 3.11(b)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of


 






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Treasury Regulations Section 1.860G-2(b) and
(2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any Excluded Loan with respect to the Directing Certificateholder, the applicable Special Servicer shall
obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance
of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than
with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder
and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced
Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during
the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect
to the Risk Retention Consultation Party, consult with the Risk Retention Consultation Party, in each case, pursuant to the process
described in Section 6.08(a).


 


Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to,
or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable
Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing
Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in
order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be
inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the
applicable Master Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any
portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion
Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or
default with respect thereto is not reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special
Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation
to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and
a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the applicable Master Servicer or the applicable Special Servicer, as the case
may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by


 






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the terms
of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a
Mortgage Loan that is a Non-Specially Serviced Loan, the applicable Master Servicer shall forward such request to the applicable
Special Servicer and, unless the applicable Master Servicer and the applicable Special Servicer mutually agree that such Master
Servicer shall process such request, such Special Servicer shall process such request (including, without limitation, interfacing
with the Mortgagor) and, except as provided in the next sentence, such Master Servicer shall have no further obligation with respect
to such request or the Major Decision. With respect to such request, the applicable Master Servicer shall continue to cooperate
with the applicable Special Servicer by delivering any additional information in the applicable Master Servicer’s possession
to the applicable Special Servicer requested by the applicable Special Servicer relating to such Major Decision. The applicable
Master Servicer shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with
respect to any Major Decision. If the applicable Master Servicer and the applicable Special Servicer mutually agree that such
Master Servicer will (subject to the consent (or deemed consent) of such Special Servicer) process a request with respect to a
Major Decision and such Master Servicer is recommending approval of such request, such Master Servicer will prepare and submit
its written analysis and recommendation to such Special Servicer with all information in the possession of such Master Servicer
that such Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases such Special Servicer
will be entitled (subject to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation
rights of the Directing Certificateholder or any applicable consultation rights of any related Companion Holders) to approve or
disapprove any modification, waiver, amendment or other action that constitutes a Major Decision. In addition, the applicable
Master Servicer shall provide the applicable Special Servicer with any notice that it receives relating to a default by the Mortgagor
under a Ground Lease where the collateral for the Mortgage Loan is the Ground Lease, and such Special Servicer will determine
in accordance with the Servicing Standard whether the Trust as lender should cure any Mortgagor defaults relating to Ground Leases.
Any costs relating to any such cure of a Mortgagor default relating to a Ground Lease shall be paid by the applicable Master Servicer
as a Servicing Advance.


 


(b)              
If the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge
of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material
default has occurred or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably
foreseeable (as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater
(or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate)
to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation
of such Specially Serviced Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such
Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c),
(x) (a) the approval of the Directing Certificateholder with respect to any Major Decision, with respect to any


 


 



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Mortgage
Loan other than any Excluded Loan as to such party (prior to the occurrence and continuance of a Control Termination Event or
after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08,
and (b) with respect to any Major Decision in respect of a Specially Serviced Loan other than an Excluded Loan with respect to
the Risk Retention Consultation Party, upon consultation with the Risk Retention Consultation Party as provided in Section 6.08,
and (y) with respect to any Serviced AB Whole Loan, any rights of the related Subordinate Companion Holder to consent to such
modification, waiver or amendment and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced
Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the
rights of the related mezzanine lender, to advise or consult with the applicable Special Servicer with respect to, or consent
to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine
intercreditor agreement, as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required
to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation
rights, and the Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further,
that in the case of any release or substitution of collateral (other than a defeasance), the applicable Special Servicer shall
have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification” of
the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC
Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
(regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the applicable Master Servicer or the applicable Special Servicer, as the case
may be, to calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining
Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged
Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall,
unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined
by an appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall require payment of principal by a “qualified amount”
as determined under Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of


 






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Counsel
that if such amount is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code.


 


The
applicable Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully
amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of
any Specially Serviced Loan for which it is acting as special servicer if such modification, waiver or amendment would (1) extend
the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior
to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold
estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing
Standard giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of
a Control Termination Event, with the consent of the Directing Certificateholder and (B) to the extent such modification, waiver
or amendment constitutes a Major Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a),
(in each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior
to the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by
the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan,
or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)           Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is
in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be
a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 if such
matter constitutes a Master Servicer Decision) or the applicable Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or relates to a Specially
Serviced Loan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan
and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated
waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this
determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee and the
Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting
such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the
Collection Account pursuant to Section 3.05(a); provided that the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall use


 






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its reasonable efforts to collect such fee from the Mortgagor or such other Person to
the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the applicable Master
Servicer nor the applicable Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the
requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all
interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially
Serviced Loan.


 


(e)           Subject to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer each may, as a condition
to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other
matter or thing, the granting of which is within such Master Servicer’s or such Special Servicer’s, as the case may
be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and
is permitted by the terms of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer,
as the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed
in connection with such request; provided that the charging of such fee is not a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)            All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer, as
the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature
is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)           With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,
the applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder and
the Risk Retention Consultation Party (in the case of the Directing Certificateholder, other than following the occurrence and
continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party), the applicable Companion Holder (or, to the extent
the related Serviced Companion Loan has been included in a securitization transaction, to the other master servicer under the
related Other Pooling and Servicing Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control
Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master
Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention Consultation Party)
and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is
finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof.
With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible
for processing pursuant to Section 3.18, the applicable Master Servicer shall provide written notice


 






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of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the applicable Special Servicer (and the applicable Special
Servicer shall forward such notice to the Directing Certificateholder (in the case of the Directing Certificateholder, only prior
to the occurrence and continuance of a Consultation Termination Event, and other than with respect to an Excluded Loan as to such
party) and the Risk Retention Consultation Party (in the case of the Risk Retention Consultation Party, other than with respect
to an Excluded Loan as to such party)), the applicable Companion Holder (or, to the extent the related Serviced Companion Loan
has been included in a securitization transaction, to the other master servicer under the related Other Pooling and Servicing
Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred,
if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information Provider
(which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the applicable Master Servicer (if such
notice is being delivered by the applicable Special Servicer) for deposit in the related Mortgage File, an original counterpart
of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days)
following the execution thereof, with a copy to the applicable Companion Holder (or, to the extent the related Serviced Companion
Loan has been included in a securitization transaction, to the other master servicer under the related Other Pooling and Servicing
Agreement), if any. Following receipt of the applicable Master Servicer’s or the applicable Special Servicer’s, as
the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate
Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V Certificates).
With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine
debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the applicable Master Servicer (if such Master Servicer processes such modification, waiver or consent pursuant to Sections
3.18(a) and (m) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five
(5) Business Days immediately following the applicable Master Servicer or the applicable Special Servicer, as the case may be,
obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit JJ, to cts.sec.notifications@wellsfargo.com and
an Additional Disclosure Notification in the form attached hereto as Exhibit DD. The notice contemplated in the preceding
sentence shall set forth, to the extent the applicable Special Servicer or the applicable Master Servicer, as the case may be,
has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was incurred
in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan
and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In
the event that either (i) the CREFC® Investor Reporting Package is amended to include such information set
forth above, in a manner reasonably acceptable to the applicable Master Servicer, the applicable Special Servicer and the Certificate
Administrator, as applicable, and such Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer


 






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subject to the Exchange Act, the additional report
in the form of Exhibit JJ shall no longer be required hereunder. From time to time, the applicable Master Servicer,
the applicable Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information
set forth in this paragraph.


 


(h)           Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, each Master
Servicer shall process all defeasance transactions for the Mortgage Loans for which it acts as Master Servicer and shall be entitled
to all defeasance fees paid related thereto (provided that for the avoidance of doubt, any such defeasance fee shall not
include any Modification Fees or waiver fees in connection with a defeasance that any Special Servicer is entitled to under this
Agreement). Notwithstanding the foregoing, such Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage
Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any
Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and such Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due,
(ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that
the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer
shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited
to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents
and, if applicable, Companion Loan documents, the applicable Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the applicable Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the
aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten


 






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(10) largest
Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for
the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with
the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent
set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)            Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the applicable Master Servicer may permit the substitution of “government securities,” within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable
(or any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole
Loan documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the applicable
Master Servicer reasonably determines that allowing their use would not cause a default or event of default to become reasonably
foreseeable and the applicable Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted
under the Mortgage Loan documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the
effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with
respect to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including
receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed
by the full faith and credit of the United States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans (other than Fair Oaks Mall Mortgage Loan, The Gateway Mortgage Loan,
Pico Rivera Marketplace Mortgage Loan and Mariner's Cove MHP Mortgage Loan) originated or acquired by Bank of America, National
Association that are subject to defeasance and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley Mortgage
Capital Holdings LLC that are subject to defeasance, each of Bank of America, National Association and Morgan Stanley Mortgage
Capital Holdings LLC, as applicable, has transferred to a third party or has retained on behalf of itself or an Affiliate the
right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral
(any such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the General Master
Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which Bank of America, National Association
or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan
provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the General Master Servicer shall
provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to Bank of America,
National Association or Morgan Stanley Mortgage Capital Holdings LLC, as


 






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applicable, in the case of any such Mortgage Loan for
which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage
Loan Seller. Until such time as Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained
Defeasance Rights and Obligations as to which (i) Bank of America, National Association is the related Mortgage Loan Seller shall
be delivered to Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch,
III, email: leland.f.bunch@baml.com, with copies to Todd Stillerman, Assistant General Counsel & Director, Bank of America
Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, email: todd.stillerman@bankofamerica.com,
and Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, 24th Floor, Charlotte, North
Carolina 28202, email: henry.labrun@cwt.com or (ii) Morgan Stanley Mortgage Capital Holdings LLC is the related Mortgage Loan
Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York, New York 10036, Attention:
Jane H. Lam (with a copy to Morgan Stanley Mortgage Capital Holdings LLC, 1221 Avenue of the Americas, New York, New York 10020,
Attention: Legal Compliance Division and a copy by email to cmbs_notices@morganstanley.com). With respect to any Mortgage Loan
originated or acquired by Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
that is subject to defeasance, if the successor borrower is not designated or formed by Bank of America, National Association
or Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any Affiliate or successor thereto, the successor borrower
shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)            If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”),
which shall be Eligible Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by such Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or
permitted to be placed in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance
collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on
the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition
of “Aggregate Available Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding
anything herein to the contrary, in no event shall the applicable Master Servicer permit such amounts to be maintained in the
Collection Account for a period in excess of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the
case of a leap year).


 


(k)           Notwithstanding anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special
Servicer, as the case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation
of any


 






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applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding
the termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance
or (ii) has an unpaid principal balance that is at least equal to 5% of the then-aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(l)            Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
applicable Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having
received a copy of an Opinion of Counsel addressed to such Special Servicer and the applicable Master Servicer that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event.


 


(m)          Notwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor
Agreement, the applicable Master Servicer may, without any Directing Certificateholder approval, consent or consultation (except
as otherwise provided below in the definition of Master Servicer Decision), Risk Retention Consultation Party consultation or
the applicable Special Servicer’s approval, consent or consultation take any of the following actions with respect to Mortgage
Loans that are not Specially Serviced Loans and any related Serviced Companion Loans (each such action, a “Master Servicer
Decision”): (i) grant waivers of non-material covenant defaults (other than financial covenants) including
late (but not waived) financial statements (except that, other than with respect to any NCB Co-op Mortgage Loan or any Excluded
Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and prior to the
occurrence and continuance of a Control Termination Event, the Directing Certificateholder’s consent (or deemed consent)
shall be required to grant waivers of more than 3 consecutive late deliveries of financial statements); (ii) consents to
releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or
value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage
Loan as and when due, provided such releases are required by the related Mortgage Loan documents; (iii) approve or consent
to grants of easements or rights of way (including, without limitation, for utilities, access, parking, public improvements or
another purpose) or subordination of the lien of the Mortgage Loan to easements except that, prior to the occurrence and continuance
of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall
be required to approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged
Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;
(iv) grant routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents
involving leasing activities, including approval of new leases and


 






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amendments to current leases (other than for ground leases)
(provided that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any
Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing
Certificateholder’s consent (or deemed consent) shall be required for leasing activities that affect an area greater than
or equal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000
square feet), including approval of new leases and amendments to current leases; (v) consent to actions and releases related
to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a Control
Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder
of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required
in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation
that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or any related Companion Loan when due); (vi) consent to a change in property
management relating to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party
(provided that, prior to the occurrence and continuance of any Control Termination Event, and other than in the case of any Excluded
Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and other than any
NCB Co-op Mortgage Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage
Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000);
(vii) approve annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals
from (as applicable) any letters of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage
Loan, except that (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder
of the majority of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any NCB Co-op Mortgage Loan) the Directing Certificateholder’s consent (or deemed consent) shall be
required for earnout or performance reserve releases with respect to the letters of credit, escrow funds, reserve funds and other
additional collateral listed on Schedule 3 for which there is lender discretion; (ix) grant any extension or enter into
any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related
Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after
the related Maturity Date and (B) the related Mortgagor, on or before the related Maturity Date, has delivered documentation
reasonably satisfactory in form and substance to the applicable Master Servicer, which provides that a refinancing of such Mortgage
Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will
become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement,
except that (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the
majority of the Controlling Class and other than amendments to split or resize notes consistent with the terms of such Intercreditor
Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required for any such modification to
an Intercreditor Agreement other than during a Control Termination Event, and if any such modification or amendment would adversely
impact the applicable Special Servicer, such modification or amendment will additionally require the consent of such Special Servicer
as a condition to its effectiveness; (xi) any determination of an Acceptable


 






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Insurance Default, except that, prior to the
occurrence and continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the
Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent
(or deemed consent) shall be required in accordance with this Agreement for any such determination; (xii) approve or consent
to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the Mortgage Loan documents do not otherwise permit such principal prepayment; (xiii) any determination to bring
a Mortgaged Property (other than an REO Property) into compliance with applicable environmental laws or to otherwise address hazardous
material located at a Mortgaged Property subject, prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class, to the consent (or deemed consent) of the Directing Certificateholder; (xiv) any assumption of the Mortgage Loan or
transfer of the Mortgaged Property, in each case, that the Mortgage Loan documents allow without the consent of the lender but
subject to satisfaction of conditions specified in the Mortgage Loan documents where no lender discretion is necessary in order
to determine if such conditions are satisfied; (xv) with respect to NCB Co-op Mortgage Loans, consent to the related Mortgagor
incurring subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of the NCB Subordinate Debt
Conditions with respect to such subordinate debt; and (xvi) grant or agree to any other waiver, modification, amendment and/or
consent that does not constitute a Major Decision; provided that (w) any such action would not in any way affect a
payment term of the Certificates, (x) any such action would not constitute a “significant modification” of such
Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either
Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense
of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing
to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided,
further, that, with respect to any Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period with respect to such Serviced AB Whole Loan, the foregoing matters shall not include (and Master Servicer Decision shall
not include) any action that constitutes a “major decision” under the related Intercreditor Agreement. In the case
of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed given
if a response to the request for consent is not provided within ten (10) Business Days after receipt of the applicable Master
Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
and reasonably available to such Master Servicer in order to grant or withhold such consent. In connection with the processing
by such Master Servicer of any Master Servicer Decision that requires the consent of the Directing Certificateholder, the applicable
Master Servicer shall deliver notice thereof to the applicable Special Servicer and, prior to the occurrence and continuance of
a Consultation Termination Event and other than in respect of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, to the Directing Certificateholder, except to the extent that the applicable
Special Servicer


 






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or the Directing Certificateholder notifies such Master Servicer that it does not desire to receive copies of
such items. The foregoing is intended to be an itemization of actions the Master Servicers may take without having to obtain the
approval of any other party and is not intended to limit the responsibilities of the Master Servicers hereunder.


 


(n)           No Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 


Section 3.19        Transfer
of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report.   (a) Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Companion Loan, the applicable Master Servicer or the applicable Special Servicer, as
the case may be, shall promptly give notice to the applicable Master Servicer or the applicable Special Servicer, as the case
may be, the Operating Advisor and the Directing Certificateholder (in the case of the Directing Certificateholder,
(i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan as to such party) thereof, and the applicable Master Servicer shall deliver the related Mortgage File and
Servicing File to the applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all
Privileged Communications, to the Operating Advisor. The applicable Master Servicer shall use its reasonable efforts to
provide the applicable Special Servicer with all documents and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the applicable Master Servicer’s possession or otherwise available to such Master Servicer without
undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its functions
hereunder with respect thereto. Such Master Servicer shall use its reasonable efforts to comply with the preceding sentence
within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (iii), (iv), (viii)
or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the
applicable Special Servicer of such Servicing Transfer Event when such Special Servicer makes the determination) and in any
event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The applicable Master Servicer shall deliver to the Trustee, the Certificate Administrator,
the Operating Advisor, the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the
occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as
to such party), a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer to the
applicable Special Servicer, or by the applicable Special Servicer to the applicable Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to
each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the applicable
Master Servicer pursuant to this Section 3.19.


 






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Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3)
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment
of such Mortgage Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing
with respect thereto, the applicable Special Servicer shall immediately give notice thereof to the applicable Master Servicer,
the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB
Control Appraisal Period has occurred) and the Directing Certificateholder (with respect to the Directing Certificateholder, (i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan
as to such party) and shall return the related Mortgage File and Servicing File to the applicable Master Servicer (or copies thereof
if copies only were delivered to the applicable Special Servicer) and upon giving such notice, and returning such Mortgage File
and Servicing File to such Master Servicer, such Special Servicer’s obligation to service such Corrected Loan shall terminate
and the obligations of such Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion
Loan shall recommence.


 


(b)          
In servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide the applicable
Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence
with the related Mortgagor.


 


(c)            Notwithstanding the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to
a Non-Serviced Mortgage Loan) and shall provide the applicable Special Servicer with any information in its possession with
respect to such records to enable such Special Servicer to perform its duties under this Agreement; provided that this statement
shall not be construed to require such Master Servicer to produce any additional reports.


 


(d)            No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a report
(the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and
the related Mortgaged Property to the applicable Master Servicer, the Directing Certificateholder (but with respect to the Directing
Certificateholder, only in respect of any Mortgage Loan other than (A) any Excluded Loan as to the Directing Certificateholder
or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the
occurrence and continuance of a Consultation Termination Event), any related Subordinate Companion Holder prior to an AB Control
Appraisal Period with respect to any Serviced AB Whole Loan, the Risk Retention Consultation Party (but only in respect of any
Mortgage Loan other than an Excluded Loan as to the Risk Retention Consultation Party), the Operating Advisor (but, other than
with respect to an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, only after the occurrence and during the continuance of a


 






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Control
Termination Event and, with respect to any Serviced AB Whole Loan, only to the extent that such Whole Loan is subject to an AB
Control Appraisal Period) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced Companion Loan,
to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an Other Securitization,
to the applicable master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold; the
applicable Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator and
the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. For the avoidance of doubt, neither Master Servicer shall make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator. The applicable Special Servicer shall notify the Operating Advisor of whether any Asset Status
Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery
of an Asset Status Report that is either signed by the Directing Certificateholder or that otherwise includes an indication that
such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such
other method as reasonably agreed to by the Operating Advisor and the applicable Special Servicer. Further, the Certificate Administrator
shall not request any Asset Status Report or Final Asset Status Report from either Master Servicer. Such Asset Status Report shall
set forth the following information to the extent reasonably determinable based on the information that was delivered to the applicable
Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)             a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


(iii)           the most current rent roll (or with respect to a residential cooperative properties, maintenance schedule), and income or operating
statement available for the related Mortgaged Property;


 


(iv)           (A) the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are
being considered by such Special Servicer in connection with the proposed or taken actions;


 


(v)            the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any


 






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negotiations
with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced
Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such
Asset Status Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard
that the disapproval by the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10)
Business Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective
whole (taking into account the pari passu or subordinate nature of any Companion Loan), the applicable Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the applicable Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable
Special Servicer has not made the affirmative determination described above, the applicable Special Servicer shall revise such
Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30)
days after such disapproval, to the applicable Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance
of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion
Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance


 






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with
Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance
with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any
related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion
Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business
Days following the first submission of an Asset Status Report, the applicable Special Servicer shall act pursuant to the Directing
Certificateholder’s direction, if consistent with the Servicing Standard, and after the occurrence and continuance of a
Control Termination Event, may act upon the most recently submitted form of Asset Status Report; provided, however, that such
Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant
to Section 6.08. Each Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered
and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination
Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class that includes a Major Decision and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the applicable
Special Servicer, shall (a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced
Loan, applicable law or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in
accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the
Grantor Trust, or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or (c) expose the applicable Master Servicer, the applicable Special Servicer, the Depositor,
the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers,
directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the applicable
Special Servicer’s, the Trustee’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


If
a Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly
deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing
Certificateholder (if no Consultation Termination Event has


 






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occurred
and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party). The Operating Advisor shall provide
comments to the applicable Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days
following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably
requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines
such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the
Control Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider such alternative courses
of action and any other feedback provided by the Operating Advisor (and the Directing Certificateholder (in each case, if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party or
a Non-Serviced Mortgage Loan) in connection with the applicable Special Servicer’s preparation of any Asset Status Report.
The applicable Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or
comments from the Operating Advisor (and the Directing Certificateholder (if no Consultation Termination Event has occurred and
is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party)), to the extent the applicable Special
Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations
are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with
respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as
a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)). Promptly upon determining
whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or
the Directing Certificateholder, the applicable Special Servicer shall revise the Asset Status Report, if applicable, and deliver
to the Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report
is issued).


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder (except with respect to any Excluded Loan as to such party or any Serviced AB Whole Loan prior
to the occurrence and continuance of an AB Control Appraisal Period) and the Operating Advisor shall consult with the applicable
Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. The
Directing Certificateholder (other than in its capacity as a Certificateholder) (in each case, after the occurrence and during
the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall
have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect to Asset
Status Reports and the applicable Special Servicer shall only be obligated to consult with the Operating Advisor with respect
to any Asset Status Report as described above. The applicable Special Servicer may choose to revise the Asset Status Report as
it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 






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Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a
Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


(e)            (i) Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the applicable Master
Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable
Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such
Special Servicer to enable it to negotiate with the related Mortgagor. The applicable Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)            After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an
event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day
or 30-day period, respectively, set forth therein), the applicable Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)             Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the applicable Special Servicer shall
deliver in electronic format to the Directing Certificateholder (other than any Excluded Loan with respect to such party) a draft
notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report,
but shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage
Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced
AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the
occurrence and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary,
the Directing Certificateholder approves of, or does not disapprove of such draft summary, then the applicable Special Servicer
shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for
posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder
affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the
applicable Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the
Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder has not approved
of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary
of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the applicable
Special Servicer prior to


 






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such
20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that
if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Certificateholder is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a
collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard,
the applicable Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to
the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b)
notwithstanding such disapproval. The applicable Special Servicer shall promptly deliver (but in any event no later than two (2)
Business Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special
Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related
holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has
been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor
Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format
notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for
posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)            No provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20       
Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the applicable Master Servicer or
the applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including,
without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the
rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or,
alternatively, may act in accordance with Section 7.02 under the circumstances described therein (subject to Section 3.20(g));
(iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated
by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicers or Special Servicers, as applicable (other than the applicable Master Servicer or applicable Special Servicer
that enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder
(or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities
arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial
Sub-Servicing


 






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Agreements
may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner
and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied out of assets of the Trust except through the applicable Master Servicer
or the applicable Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not
permit the Sub-Servicer to take any action constituting a Major Decision without the consent of the applicable Master Servicer
or the applicable Special Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08);
(viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a
Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement
is entered into, is not a Prohibited Party; and (ix) provides that the Sub-Servicer shall be in default under the related
Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable
grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be
delivered to the applicable Master Servicer, the Certificate Administrator or the Depositor under Article XI or under
the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is
a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special servicer, as applicable,
hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume
any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)).
In addition, each Sub-Servicing Agreement entered into by the applicable Master Servicer may but need not provide that the
obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time
such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if
the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer
will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with
respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be, shall deliver to the Trustee copies
of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly
upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the applicable
Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of each Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the applicable Master Servicer


 






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hereunder to make Advances shall
be deemed to have been advanced by the applicable Master Servicer out of its own funds and, accordingly, in such event, such Advances
shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the
applicable Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the applicable Master Servicer and such Sub-Servicer as may be provided (if at all)
pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, each Master Servicer shall be deemed
to have received any payment when a Sub-Servicer retained by it receives such payment. The applicable Master Servicer or the
applicable Special Servicer, as the case may be, shall notify the applicable Master Servicer or the applicable Special Servicer,
as the case may be, the Trustee and the Depositor (and such Special Servicer shall notify the Operating Advisor) in writing promptly
of the appointment by it of any Sub-Servicer, except that a Master Servicer need not provide such notice as to the Initial
Sub-Servicing Agreements.


 


(b)            Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable
Master Servicer’s obligations under this Agreement.


 


(c)            As part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except
that the applicable Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to
comply with the requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard.
The applicable Master Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related
Sub-Servicing Agreement.


 


(d)            In the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master
Servicer under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming
party all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion
Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise
use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)            Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable
Master Servicer shall remain obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion
Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this Agreement in
accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing
and administering the Mortgage Loans for


 






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which
it is responsible, and the applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from
its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of
such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)             The Trustee, upon the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary
or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing
Agreement.


 


(g)            Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without
cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any
successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master
Servicer’s servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated
in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it
assumes the servicing obligations of the applicable Master Servicer) shall be deemed to automatically assume and agree to the
then-current Initial Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii) this
Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer
hereunder and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer
(which consent shall not be unreasonably withheld).


 


(h)            With respect to Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special Servicer
shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request)
of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information,
and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the
case may be, to the applicable Master Servicer pursuant to the terms hereof.


 


(i)             Notwithstanding any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement that
provides for the performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance
of any Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the
Directing Certificateholder, the consent of the Directing Certificateholder, except to the extent necessary for the applicable
Special Servicer to comply with applicable regulatory requirements.


 


Section 3.21       
Interest Reserve Account.


 


(a)            On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest


 






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on
the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in
which the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any consecutive February and January “Withheld Amounts”).


 


(b)            On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date),
the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22       
Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicers and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a)  the Directing Certificateholder ((i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party)
and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with respect
to a Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the
applicable Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section 3.23       
Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights
and Powers of Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling Class Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate
Administrator and to notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer and
the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person
substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation
or removal thereof. The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the
General Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute
a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of
the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing certificateholder
shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this
Agreement prior to being recognized as the new Directing Certificateholder.


 






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On
the Closing Date, the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H
to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)            Once a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing
Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling
Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing
Certificateholder. In the event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special
Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders
that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns
the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder
pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name
and address to the Certificate Administrator and notify the applicable Master Servicer, the Certificate Administrator, the applicable
Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the applicable
Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be
entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder
actually owns the largest aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable
to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation
Party has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such
selection unless the Holders of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance,
or such Risk Retention Consultation Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention
Consultation Party.


 


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


 






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(d)            In the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified
to either Master Servicer or any Special Servicer, as applicable, and such Master Servicer or such Special Servicer, as the case
may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to
such Master Servicer or such Special Servicer, as applicable, then until such time as the new Directing Certificateholder or Risk
Retention Consultation Party, as applicable, is identified to such Master Servicer or such Special Servicer, as applicable, such
Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Directing Certificateholder or Risk Retention Consultation Party, as applicable, as the case may be.


 


(e)            Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor,
the Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses.
In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding
the foregoing, (A) Ellington Management Group LLC shall be the initial Directing Certificateholder (but not the Loan-Specific
Directing Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs and is continuing; provided that if such Directing Certificateholder resigns, there
shall be no Directing Certificateholder until such time as one is appointed pursuant to the terms of this Agreement and the Special
Servicer or any other party under this Agreement shall not be required to consent or consult with, or provide notices or documents
to, such Directing Certificateholder, and (B) Wells Fargo Bank, National Association shall be the initial Risk Retention
Consultation Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation
Termination Event occurs and is continuing.


 


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


 


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


 


(g)            Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest;
(iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates
other than the Controlling Class (or in the case of the Loan-


 






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Specific
Directing Certificateholder has no liabilities or duties to the Controlling Class or the Holders of any Class of Certificates);
(iv) the Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including the
Controlling Class or itself over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing
Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder; provided that
the Loan-Specific Directing Certificateholder shall have no such liability) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) the Risk Retention Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the
Risk Retention Consultation Party does not have any liability or duties to the Holders of any Class of Certificates other
than the RR Interest; (iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of
one or more Classes including the RR Interest over the interests of the Holders of one or more other Classes of Certificates;
and (v) the Risk Retention Consultation Party shall have no liability whatsoever (other than to a Holder of an RR Interest)
for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action
whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention
Consultation Party for having so acted.


 


(h)            All requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to
deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)             Until it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation
Party and any Serviced AB Whole Loan Controlling Holder.


 


(j)             With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor
Agreement.


 


(k)            The Certificate Registrar shall determine which Class of Certificates is then-current Controlling Class within two (2)
Business Days of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 






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(l)             At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the
Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder
and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice
delivered to the Depositor, the Certificate Administrator (which shall be via email to “trustadministrationgroup@wellsfargo.com”),
the Master Servicers, the Special Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein,
during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation
Termination Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence
and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or
a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling
Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale
or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set
forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing
Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving
Successor shall also have the right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise
any of the rights of the Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall
have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer
of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale
or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)           Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and
(ii) provide to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being
an expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special
Servicers within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, or (ii) any
Consultation Termination Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a
Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days,
post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates
to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 






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In
the event that a Consultation Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Consultation Termination Event has occurred due to the reduction of the Certificate Balance of the Class
E Certificates to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application of any
Allocated Cumulative Appraisal Reduction Amounts.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition
of each of such terms, such special notice shall state “A Control Termination Event and a Consultation Termination Event
has occurred due to the irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Allocated Cumulative Appraisal
Reduction Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control
Eligible Certificates exists where such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM
that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to
be an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise,
the Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be
an Excluded Loan as to either such Risk Retention Consultation Party or the Holder of the majority of the RR Interest. Notwithstanding
the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”,
in either such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination
Event will be deemed to have occurred with respect to such Excluded Loan.


 


Section 3.24       
Intercreditor Agreements. (a) Each Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole
Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of
the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor


 






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Agreement,
the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicers
and Special Servicers agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt
or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable,
to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable,
is required or permitted to consent to such action. Each of the Master Servicers and Special Servicers acknowledges and agrees
that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage
Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for
therein. Each Master Servicer and each Special Servicer further acknowledges and agrees that any Serviced Whole Loan Controlling
Holder will have the right to replace the applicable Special Servicer solely with respect to the related Serviced Whole Loan,
to the extent provided for herein and in the related Intercreditor Agreement.


 


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


 


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


 






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(c) materially
expand the scope of the applicable Special Servicer’s, Trustee’s, the Certificate Administrator’s or the applicable
Master Servicer’s responsibilities under this Agreement.


 


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


 


(e)            Notwithstanding anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to provide
copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant
to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a
Control Termination Event or the occurrence and continuance of a Consultation Termination Event) and (ii) to consult with
any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from
the delivery to such related Companion Holder by the applicable Special Servicer of written notice of a proposed action, together
with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder, the
applicable Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related
Companion Holder has responded within such ten (10) Business Day period (unless, such Special Servicer proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period
shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, such Special Servicer
may


 






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make
any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10)
Business Day period if such Special Servicer determines that immediate action with respect thereto is necessary to protect the
interests of the Certificateholders and the related Companion Holder. In no event shall the applicable Special Servicer be obligated
at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)             Each Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion
of the applicable Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the applicable Master
Servicer or the applicable Special Servicer at the offices of such Master Servicer or such Special Servicer, as applicable, upon
reasonable notice and at times reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, in which
servicing issues related to the related Whole Loan are discussed.


 


(g)            With respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than
2 Business Days after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of such
Master Servicer.


 


(h)            To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section 3.25       
Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of
this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition
precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s
Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency
is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall
be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request
the related Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding
sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has
sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall
not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a
RAC No-Response Scenario or if such Rating Agency


 






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has
responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating
Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation
or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth
in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement
did not exist) with respect to such Rating Agency and the applicable Master Servicer or the applicable Special Servicer, as the
case may be, may then take such action if the applicable Master Servicer or the applicable Special Servicer, as the case may be,
confirms its original determination (made prior to making such request) that taking the action with respect to which it requested
the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed not to apply (as if such
requirement did not exist) if (i) the applicable replacement master servicer or special servicer is listed on S&P’s
Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial Mortgage Special Servicer”,
as applicable if S&P is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3” (in the case
of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing
concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement
master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request.
Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


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


 


(b)            Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the applicable Master Servicer or the applicable Special Servicer would have


 






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been
permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation pursuant to Section 3.25(a)
shall be deemed not to apply (as if such requirement did not exist).


 


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


 


(d)            With respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities,
if any action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but
not limited to, the replacement of the applicable Master Servicer, the applicable Special Servicer or a sub-servicer) (the “Relevant
Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this
Agreement, then such action will also require delivery of a confirmation of each Companion Loan Rating Agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) as
a condition precedent to such action, which confirmation shall be sought by the applicable Master Servicer or the applicable Special
Servicer, as applicable, seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.


 


Section 3.26       
The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information made available to Privileged
Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that
is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer and (ii) each Final
Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)            The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)            (i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver


 






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to
the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the
prior calendar year for which a Control Termination Event was continuing as of December 31, an annual report (the “Operating
Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as
to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions
of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however,
that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision
of this Agreement), setting forth the Operating Advisor’s assessment of the applicable Special Servicer’s performance
of its duties under this Agreement during the prior calendar year with respect to the resolution and/or liquidation of Specially
Serviced Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided, further,
however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only
relate to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing
in such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any
Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable Special
Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of
an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material
deviations (i) from the Servicing Standard and (ii) from the applicable Special Servicer’s obligations under this
Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the applicable Special
Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced
Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged
Information (subject to any permitted exceptions); provided that the Operating Advisor shall not be required to report
on any instances of non-compliance with, or deviations from, the Servicing Standard or the applicable Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to
be immaterial. Such Operating Advisor Annual Report shall be delivered to the applicable Master Servicer, the applicable Special
Servicer, the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such
Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the applicable Special Servicer shall be given an opportunity to review the Operating Advisor
Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are
provided by the applicable Special Servicer. The Operating Advisor Annual Report shall be prepared on the basis of the applicable
Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans,
taking into account the applicable Special Servicer’s specific duties under this Agreement as well as the extent to which
those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor
of the items required to be reviewed by it pursuant to this Agreement. Notwithstanding the foregoing, no Operating Advisor


 






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Annual
Report shall be required from the Operating Advisor with respect to any calendar year as to which no Final Asset Status Report
was prepared by the applicable Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)            In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)            Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to
the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable
Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special
Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced
Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations
but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net
present value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations,
them the Operating Advisor shall notify the Special Servicer of such error).


 


(e)            (i)      After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole
Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period,
after the calculation but prior to the utilization by the applicable Special Servicer of any of the calculations related to (i) 
Appraisal Reduction Amounts or Collateral Deficiency Amount (if the applicable Special Servicer has calculated any such Appraisal
Reduction Amount or Collateral Deficiency Amount) or (ii) net present value in accordance with Section 1.02(iv),
the applicable Special Servicer shall forward such calculations, together with any supporting material or additional information
necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the
mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly,
but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly,
but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion
of the applicable formulas required to be utilized in connection with any such calculation.


 






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(ii)            In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the applicable Special Servicer) or net present
value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation,
the Operating Advisor and the applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in
the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The applicable Master
Servicer shall cooperate with such Special Servicer and provide any information reasonably requested by such Special Servicer
necessary for the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount that is either in such Master
Servicer’s possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply and shall provide such parties
prompt written notice of its determination.


 


(iii)           Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted
to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the
continuance of both a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal
Period.


 


(f)             Notwithstanding the foregoing, prior to the occurrence and continuance of an Control Termination Event, the Operating Advisor
will be limited to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and
other information delivered to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons
that are posted on the Certificate Administrator’s Website during the prior calendar year (together with any additional
information and material reviewed by the Operating Advisor), and, therefore, it shall have no specific involvement with respect
to collateral substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies,
borrower substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases from escrow,
assumptions and other similar actions that such Special Servicer may perform under this Agreement.


 


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


 






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Operating
Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the applicable Special Servicer.
Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
applicable Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder
(with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan that is an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) other than pursuant to
a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged
Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same
confidentiality provisions applicable to the Operating Advisor.


 


(h)            Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.07(a).


 


(i)             As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on
each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and
each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating
Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the
case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and,
in connection with any partial month interest payment, for the same period respecting which any related interest payment due on
the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b), such amounts to be reimbursed from amounts on deposit in the applicable Collection Account as provided
by Section 3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Accounts as provided in Section 3.05(a)(ii) of this Agreement, but, with respect
to the period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a
result of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is
actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use
commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision only to the extent not prohibited by the related Mortgage


 






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Loan
documents, and in no event will it take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee other than requests for collection. The applicable Master Servicer or applicable Special Servicer, as the case may be, may
waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard, but in no event shall such Master Servicer or such Special
Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests
for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor
will have no obligations or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced
Whole Loan or any related REO Property or (ii) any Serviced AB Whole Loan, prior to the occurrence and continuance of both
an AB Control Appraisal Period and a Control Termination Event; provided, further, that the Operating Advisor shall
not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)             After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account
the application of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to
which such Allocated Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor
with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating
Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all
reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt
by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will
be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the
Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting
such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders
of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Allocated Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Allocated Cumulative Appraisal Reduction
Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)            After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of
Certificates representing at least 25% of the Voting Rights (taking into account the application of any Allocated Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate
the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of
the obligations of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise
modify the rights and obligations of the Operating Advisor that


 






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accrued
prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other
than indemnification rights (arising out of events occurring prior to such termination). The Trustee may rely on a certification
by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and
appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice
of the termination and appointment to the Special Servicers, the Master Servicers, the Certificate Administrator, the 17g-5 Information
Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder, the
Risk Retention Consultation Party, any Companion Loan holder and the Certificateholders.


 


(l)             The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator
will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)           Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor
appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)            The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)            In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates,
the Class R Certificates and the RR Interest, then all of the rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination


 






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pursuant
to this Section 3.26(o), no successor operating advisor shall be appointed. Upon receipt of written notice of such
acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination
pursuant to this Section 3.26(o).


 


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


 


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


 


(r)             Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer
Affiliate of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor
and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating
Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such
Affiliate and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


(s)            The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the
Trustee shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding
the foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the
Operating Advisor, the Depositor shall be permitted to find a replacement.


 


(t)             The Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements or
arrangements with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating
Advisor’s duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor,
the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter,
the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior
to the Closing Date. Notwithstanding


 






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the
foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under
this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor providing for
indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.


 


(u)            With respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is
continuing, or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator
of notice thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that
are performed only after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event,
the Operating Advisor shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge
of the occurrence of a Control Termination Event or Consultation Termination Event, as applicable.


 


Section 3.27       
Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the applicable Master Servicer shall
be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement.


 


(b)            No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent
shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except
for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against
the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent
may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)            In the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant
to Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)            This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28       
Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced Companion
Noteholder Register”) with respect to


 






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each
Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion
Noteholders from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder.
The initial Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S
hereto. In the event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying
Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall
have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such name
and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing Agreement.


 


Section 3.29       
Certain Matters Relating to the Whole Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the
applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance
with the terms of the applicable Non-Serviced PSA, the applicable Master Servicer and the applicable Special Servicer shall
acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)            If any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency that
the applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the
Certificates, then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify each
Non-Serviced Master Servicer of the same.


 


(c)            In connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the applicable Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts
to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


 


(d)            In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage
Loan pursuant to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the


 


 






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occurrence
and continuance of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if
such consent is required. The applicable Special Servicer may (with the consent of the Directing Certificateholder prior to the
occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the
extent set forth in the related Intercreditor Agreement.


 


(e)            With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of
a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation
Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity
as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the
related Intercreditor Agreement.


 


(f)             With respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)            With respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review”
(or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and
Servicing Agreement, the applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably
cooperate with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection
with such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents
reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in
any event excluding any documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain
information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal
communications.


 


(h)            With respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or Special Servicer shall receive any communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer
Decision” pursuant to clause (x) of the definition of such term, then such Master Servicer or Special Servicer shall forward
the communication to the Directing Certificateholder (and to the applicable Master Servicer, if the applicable Special Servicer
is forwarding such communication), and the applicable Master Servicer shall reasonably cooperate with the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be, in effecting any action by the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent
with the related Intercreditor Agreement.


 


(i)             During the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization,
not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other
master servicer under the related Other Pooling and Servicing


 






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Agreement
the following reports and data files with respect to such Serviced Pari Passu Companion Loan: (A) to the extent the
General Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent
CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File (only
with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling and Servicing
Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative Financial Status
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant
to Section 3.12(c) by the General Special Servicer and the General Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC®
Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance
Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update
File. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the
General Master Servicer shall deliver or cause to be delivered or make available in electronic format to the related other master
servicer under the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports,
CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the General Special
Servicer. In no event shall any report described in this subsection be required to reflect information that has not been collected
by or delivered to the General Master Servicer, or any payments or collections not received by the General Master Servicer, as
of the close of business on the Business Day prior to the Business Day on which the report is due. In addition, the General Master
Servicer shall deliver or cause to be delivered or make available in electronic format to the related other master servicer under
the related Other Pooling and Servicing Agreement, any and all other reports required to be delivered by the General Master Servicer
to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu
Companion Loan.


 


(j)             On a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related
Mortgage File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall
be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related
Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from
the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related
Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the
Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified
in clauses (x) and (xii) of the definition of “Mortgage File” for the related Servicing Shift
Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


(k)            Promptly upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver notice
of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced
Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating
Advisor.


 


Section 3.30       
[RESERVED].


 






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Section 3.31       
[RESERVED].


 


Section 3.32       
[RESERVED].


 


Section 3.33       
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that a Master Servicer, a Special
Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded Information
on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders
shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the
Master Servicers, the Special Servicers or the Operating Advisor shall have any obligations to separately label and deliver any
Excluded Information in accordance with this Section 3.33 until such party has received written notice with respect
to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set
forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the
Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available on the Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing
Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this
Agreement.


 


[End
of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01       
Distributions of Available Funds. (a) On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier
REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c)
with respect to each Class of Lower-Tier Regular Interests (other than the LRR Uncertificated Interest), and immediately
thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority,
satisfying in full, to


 






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the
extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)              first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class X-A Certificates, the
Class X-B Certificates and the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates
and the Class X-G Certificates pro rata (based upon their respective entitlements to interest for such Distribution
Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes
of Certificates for such Distribution Date;


 


(ii)            second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB
Certificates, the Class A-3 Certificates and the Class A-4 Certificates in reduction of the Certificate Balances
thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the
Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clause (1) above have been made) for such Distribution Date, until the
outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the
Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1) and (2) above have been made) for such Distribution
Date, until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth,
to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in sub-clauses (1), (2) and (3) above have been made)
for such Distribution Date, until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced
to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3)
and (4) above have been made) for such Distribution Date, until the outstanding Certificate Balance of the Class A-4
Certificates have been reduced to zero and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2), (3), (4) and (5) above have been made) for such Distribution Date, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to
the Class A-1 Certificates, Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates
and Class A-4 Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the
Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1 Certificates,
Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates and Class A-4 Certificates
is reduced to zero;


 


(iii)           third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB
Certificates, the Class A-3 Certificates and the Class A-4 Certificates, first up to an amount equal to,
and pro rata (in accordance with the aggregate


 






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unreimbursed
Realized Losses previously allocated to each such Class) with, the aggregate unreimbursed Realized Losses previously allocated
to each such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


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


 


(v)             fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-SB
Certificates, Class A-3 Certificates and Class A-4 Certificates have been reduced to zero, to the Holders of the
Class A-S Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A-1 Certificates, Class A-2
Certificates, Class A-SB Certificates, Class A-3 Certificates and Class A-4 Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)           sixth, to the Holders of the Class A-S Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


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


 


(ix)           ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xi)           eleventh, after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of


 






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the
Class A Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class C Certificates has been reduced to zero;


 


(xii)          twelfth, to the Holders of the Class C Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


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


 


(xv)           fifteenth, to the Holders of the Class D Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)         sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


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


 


(xviii)       eighteenth, to the Holders of the Class E Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)          nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)           twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E Certificates have been


 






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


 


(xxi)          twenty-first, to the Holders of the Class F Certificates, first up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


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


 


(xxiv)        twenty-fourth, to the Holders of the Class G Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


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


 






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(b)            Distributions of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and
priorities set forth in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


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


 


(ii)            second, to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Retained
Certificate Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the RR Interest
has been reduced to zero; and


 


(iii)           third, to the Holders of the RR Interest, in an amount equal to the Retained Certificate Realized Loss Distribution Amount
for such Distribution Date;


 


provided,
however, that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account
after applying amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed
to the Holders of the Class R Certificates in respect of the Class UR Interest.


 


(c)            On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of
principal or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to
the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(b), Section 4.01(d),
Section 4.01(f) and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each
Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates.
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest
in an amount equal to the Interest Distribution Amount or Retained Certificate Interest Distribution Amount, as applicable, in
respect of its Related Certificates, plus a pro rata portion of the Interest Distribution Amount in respect of
(i) in the case of the Class LA1, Class LA2, Class LASB Class LA3 and Class LA4 Uncertificated Interests,
the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests,
the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest, the Class X-D
Certificates, (iv) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (v) in the case of the Class
LF Uncertificated Interest, the Class X-F Certificates, and (vi) in the case of the Class LG Uncertificated Interest, the Class
X-G Certificates, and (B) in the case of the LRR Uncertificated Interest, the Retained Certificate Interest Distribution Amount
in respect of the RR Interest, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net
Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier
Principal Amount, in each case to the extent actually distributable thereon


 






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as
provided in Section 4.01(a) or Section 4.01(b), as applicable. Amounts distributable pursuant to this
paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the
Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution
Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related
Certificates with respect thereto, as adjusted for the allocation of Realized Losses and Retained Certificate Realized Losses,
as provided in Section 4.01(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest
shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier
Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


 


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


 


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


 


(e)            Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date
corresponding to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium
(net of Liquidation Fees or Workout Fees payable therefrom) in the following manner: (x)(i) to each of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D
Certificates, the product of (A) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the
related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is equal to
the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of which
is the total amount of principal distributed to all Principal Balance Certificates (other than the RR Interest) for that Distribution
Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) the Non-Retained
Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to
the amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and
Class A-4 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to all Principal Balance Certificates (other than the RR Interest) for that Distribution Date, over (B) the amount of such
Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2,


 






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Class A-SB,
Class A-3 and Class A-4 Certificates as described above, and (iii) to the Class X-B Certificates,
any remaining portion of the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (y) to the
RR Interest, the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.


 


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


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield
Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate
per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield
Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as
reported by the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount
rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as
reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant
prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to
an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan),
such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no
longer published, the Certificate Administrator shall select a comparable publication as the source of the applicable yields of
U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Class X-D, Class X-E, Class X-F, Class X-G,
Class E, Class F, Class G, Class V or Class R Certificates. After the Certificate Balances of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A--5, Class A-S, Class B,
Class C and Class D Certificates have been reduced to zero, the Non-Retained Percentage of all Yield Maintenance Charges
and Prepayment Premiums


 






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with
respect to the Mortgage Loans shall be distributed to the Class X-B Certificates and the Required Credit Risk Retention Percentage
of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the RR Interest.


 


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


 


(f)             On each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account and
shall distribute such amounts to reimburse the Holders of the Regular Certificates (other than the RR Interest) (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available
Funds for such Distribution Date and (ii) withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the RR Interest (first deeming such amounts to be distributed with respect
to the Related Lower Tier Regular Interests) up to an amount equal to all Retained Certificate Realized Losses, if any, previously
deemed allocated to them and unreimbursed after application of the Retained Certificate Available Funds for such Distribution
Date. Amounts paid from the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account and the Retained Certificate Gain-on-Sale Account after such distributions shall be applied to offset future shortfalls
and Realized Losses and Retained Certificate Realized Losses, as applicable, with respect to the Principal Balance Certificates
and related Realized Losses and Retained Certificate Realized Losses, as applicable, in each case allocable to the Regular Certificates.
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Retained Certificate
Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC
in respect of the Class LR Interest.


 


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


 






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only
upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified
in the notice to Certificateholders of such final distribution.


 


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


 


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


 


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


 


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


 


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


 






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Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(h).


 


(i)             Distributions in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated
to the Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b)
or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions
of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates
which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement
thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice
of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The
amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside
and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact
such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)             On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans
shall be distributed (i) to the Holders of the Class V Certificates in an amount equal to the Non-Retained Percentage of
such Excess Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention Percentage
of such Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available to
pay any other amounts except for distributions on Class V Certificates and the RR Interest as set forth in the prior sentence.


 


(k)            On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)             to pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by such
Master Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)            to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 






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


 


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


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Remittance Date, each Master Servicer shall withdraw from Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance
Date.


 


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each
Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)            
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


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


 


(iii)           the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
applicable Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation paid
to the Asset Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®,
in each case, with respect to the Collection


 






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Period
for such Determination Date together with detailed calculations of servicing compensation paid to such Master Servicer and such
Special Servicer;


 


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


 


(v)            the aggregate amount of unscheduled payments received;


 


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


 


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


 


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


 


(ix)           the Available Funds and Retained Certificate Available Funds for such Distribution Date;


 


(x)            the (A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest
Distribution Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution Amount,
as applicable, for such Distribution Date allocated to such Class of Certificates;


 


(xi)            the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield
Maintenance Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest and (C) Prepayment
Premiums;


 


(xii)           the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution
Date;


 


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


 


(xiv)        
 the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before
and immediately after such Distribution Date,


 






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separately
identifying any reduction therein as a result of the allocation of any Realized Loss or Retained Certificate Realized Loss, as
applicable, on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses
or Retained Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates (other than the RR Interest)
and the RR Interest, respectively, to date;


 


(xv)           the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)          the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)         the current Controlling Class;


 


(xviii)        the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)          a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)           a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date);


 


(xxi)          all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)         in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d) and Section 4.01(f);


 


(xxiii)        the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)        the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)         with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a


 






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payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such
Liquidation Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection
with such Liquidation Event;


 


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


 


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


 


(xxviii)      
[RESERVED];


 


(xxix)         then-current credit support levels for each Class of Certificates;


 


(xxx)          the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)         a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)        a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)       an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)       the amount of any Excess Interest actually received.


 






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In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) and
(xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and
per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website or filing such information
pursuant to this Agreement, including, but not limited to, filing via through the EDGAR system, unless the Certificate Administrator
has an explicit obligation to review or prepare such information.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i)
and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns
for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the
Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to
the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


(b)            [RESERVED].


 


(c)            Each of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to
this Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master
Servicer or such Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the applicable
Master Servicer’s internet website, such Master Servicer shall take reasonable measures to ensure that only such parties
listed above may access such information including, without limitation, requiring registration, a confidentiality agreement and
acceptance of a disclaimer. No Master Servicer or Special Servicer, as the case may be, shall be liable for


 






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dissemination
of this information in accordance with this Agreement, and no Master Servicer or the Special Servicer shall be responsible for
any information delivered, produced, or made available pursuant to Section 3.13, other than information produced by
such Master Servicer or such Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The applicable Master Servicer shall be
entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


 


Each
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer)
provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO
Properties as may be necessary for the applicable Master Servicer to prepare each report and any supplemental information to be
provided by the applicable Master Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee
or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the applicable
Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from such Master Servicer
contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions
to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a)
and allocating Realized Losses and/or Retained Certificate Realized Losses, as applicable, to the Certificates in accordance
with Section 4.04.


 


Notwithstanding
the foregoing, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)            Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 






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(e)            The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)             Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the
applicable Master Servicer’s (in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s
(in the case of a Specially Serviced Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such
Controlling Class Certificateholder) and if such information is in such Master Servicer’s or such Special Servicer’s
possession, as applicable, such Master Servicer or such Special Servicer, shall provide or make available (or make available electronically)
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing
Certificateholder or such Controlling Class Certificateholder, as applicable) any Excluded Information (available to Privileged
Persons through the Certificate Administrator’s Website but not accessible to the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable, through the Certificate Administrator’s Website because the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to
another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided that, in
connection therewith, the applicable Master Servicer or the applicable Special Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to such Master Servicer or such Special Servicer,
generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will
keep such Excluded Information confidential and is not a Borrower Party, upon which such Master Servicer or such Special Servicer
may conclusively rely. In addition, the applicable Master Servicer and the applicable Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor
Certification substantially in the form of Exhibit P-1B that the Directing Certificateholder or Controlling Class Certificateholder
is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the applicable
Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect
to the related Excluded Special Servicer Loan(s).


 


Section 4.03       
P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the applicable Master
Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans serviced by such
Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account,
for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances
or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made. Any amounts held in the applicable Collection Account for future


 






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distribution
and so used to make P&I Advances shall be appropriately reflected in the applicable Master Servicer’s records and replaced
by such Master Servicer by deposit in its Collection Account on or before the next succeeding P&I Advance Date (to the extent
not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which
such P&I Advances were made). The applicable Master Servicer shall notify the Certificate Administrator of (i) the aggregate
amount of P&I Advances to be made by such Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to Mortgage Loans serviced by such Master Servicer for such Distribution Date, on or before two (2)
Business Days prior to such Distribution Date. If the applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m.,
New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless such Master Servicer shall have cured such failure (and
provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time,
on such Distribution Date. In the event that the applicable Master Servicer fails to make a required P&I Advance hereunder,
the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related
P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual
Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC
Distribution Account but shall be deposited into the applicable Collection Account for payment to CREFC® on such
Distribution Date.


 


If
the applicable Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole
Loan with a related Serviced Companion Loan, then it shall provide to the related other master servicer and Other Trustee under
the Other Pooling and Servicing Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan
within two (2) Business Days of making such P&I Advance.


 


If
the applicable Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it
shall provide to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such
P&I Advance within two (2) Business Days of making such P&I Advance.


 


(b)            Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by each
Master Servicer with respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall be equal
to: (i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee
accruing at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage
Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion
Loan) for which it acts as Master Servicer during the related Collection Period and were not received as of the close of business
on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the applicable
Master Servicer) and (ii) with respect to each such Mortgage Loan for which it acts as Master Servicer that is delinquent
in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan
related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the applicable Master Servicer to make
such P&I Advances is mandatory, and with respect to


 






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any
Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion
Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event
or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall
be made with respect to any Companion Loan.


 


(c)            Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable Master
Servicer, the applicable Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made
on such Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable
Advance with respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or
Other Trustee, as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced
Companion Loan. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I
Advance with respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage
Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable
Special Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination
within two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written notice
from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance
with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance
under the applicable Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance
under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable
Master Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I
Advance previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I
Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional
P&I Advances with respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the
case may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not
be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Other Servicer, as
the case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I
Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With
respect to each Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee
shall make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer) that a P&I Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance
or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of


 






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the
related Non-Serviced Companion Loan. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines
that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance
with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the
applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced
Master Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of
the date of such determination. If the applicable Master Servicer receives written notice from the related Non-Serviced Master
Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined, or the Non-Serviced
Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan,
that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding
advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable
Master Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I
Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required to make any
additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until such Master Servicer or
the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance
of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole
discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a Nonrecoverable Advance.


 


(d)            In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the applicable Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be,
out of any amounts then on deposit in the applicable Collection Account (but in no event from any funds allocable to a Serviced
Companion Noteholder (unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor
Agreement), interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from
the date made to but not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance
(i) if the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period
has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related
P&I Advance Date. The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding
P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available
for such purpose are deposited in the Collection Account.


 


(e)            Notwithstanding the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for Excess
Interest, Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make
any P&I Advance with respect to any Companion Loan or any cure payment payable by a holder of an AB Subordinate Companion
Loan and (ii) if an Appraisal Reduction Amount has been determined


 






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with
respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan, an “appraisal reduction amount”
has been made in accordance with the related Non-Serviced PSA and the applicable Master Servicer has notice of such appraisal
reduction amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect
of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no
reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest portion
of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this Section 4.03(e),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole
Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which
is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the
immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed
Scheduled Payment for the related Distribution Date.


 


(f)             In no event shall either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect to any
Companion Loan.


 


Section 4.04       
Allocation of Realized Losses. (a)On each Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Retained Certificate
Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate Realized Losses to a Class
of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses
or Retained Certificate Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses or Retained
Certificate Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Realized Losses and Retained Certificate Realized Losses will not constitute distributions of principal
for any purpose and will not result in an additional reduction in the Certificate Balance of the applicable Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Aggregate Principal Distribution Amount (and corresponding to a reduction of the Principal
Distribution Amount and Retained Certificate Principal Distribution Amount) are subsequently recovered on the related Mortgage
Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
that previously were allocated Realized Losses and Retained Certificate Realized Losses, as applicable, and in the case of Realized
Losses, in sequential order according to the priority of payments for the Principal Balance Certificates (other than the RR Interest)
(and in the case of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the
amount of unreimbursed Realized Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses and
Retained Certificate Realized Losses, as applicable, allocated to such Class of Principal Balance Certificates.


 






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(b)            (I) On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest)
will be reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates
with respect to such Distribution Date; (II) on each Distribution Date, the Certificate Balance of the RR Interest will be
reduced without distribution, as a write-off to the extent of any Retained Certificate Realized Losses with respect to such Distribution
Date. Any such write off under (I) above shall be allocated in the following order:


 


(i)              first, to the Class G certificates;


 


(ii)            second, to the Class F certificates;


 


(iii)           third, to the Class E certificates;


 


(iv)            fourth,
to the Class D certificates;


 


(v)             fifth,
to the Class C certificates;


 


(vi)           sixth, to the Class B certificates; and


 


(vii)          seventh, to the Class A-S Certificates and then, pro rata (based on their respective Certificate
Balances), to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)            With respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class of Principal
Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such Distribution
Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a
write-off.


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts.

(a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has occurred and
is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the applicable Special
Servicer or the Operating Advisor, Allocated Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to
the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates (other than the RR Interest)
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is
reduced to zero (i.e., first, to the Class G Certificates, second, to the Class F Certificates,
third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C
Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and finally,
pro rata based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A,
Class X-B, Class X-D, Class X-E , Class X-F and Class X-G Certificates).


 


Appraisal
Reduction Amounts and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the
RR Interest on the one hand


 






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and
the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk Retention Percentage
and the Non-Retained Percentage, respectively.


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified
Loan, the applicable Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, taking into account the most recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt
of notice by the applicable Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable Master
Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required
by the applicable Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, and (ii) as of the first Determination Date following receipt by the applicable Master Servicer of the appraisal and any
other information set forth in the immediately preceding clause (i) that the applicable Master Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account
the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all
other information in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt
of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall
promptly notify the applicable Master Servicer thereof. Upon reasonable prior written request, the applicable Master Servicer
shall provide the applicable Special Servicer with information in its possession that is reasonably required to calculate or recalculate
any Collateral Deficiency Amount. None of the Master Servicers (with respect to Mortgage Loans (other than the Non-Serviced Mortgage
Loans)), the Special Servicers (with respect to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee or the Certificate
Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral
Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse
Sequential Order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control
Eligible Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the
occurrence and continuance of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both
applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable
Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a), but only to the extent of the Allocated
Appraisal Reduction Amounts and Allocated Cumulative Appraisal Reduction Amounts.


 


With
respect to (i) any Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes
for purposes of removal of the applicable Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral
Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence


 






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and
continuance of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as
is” basis.


 


The
applicable Special Servicer (in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan)) or the applicable Master
Servicer (in the case of a Non-Serviced Mortgage Loan) shall promptly notify the Certificate Administrator (and in the case of
such notice being given by a Special Servicer, the applicable Master Servicer), to the extent it receives such information, of
the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through
delivery of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the
CREFC® Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction
Amount) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency
Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on
information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is
the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall
notify the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor of such event, including the
identity and contact information of the new Controlling Class Certificateholder and the identity of the Controlling Class
as set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being an expense of the
Trust).


 


(b)            (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time
of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the
right, at their sole expense, to require the applicable Special Servicer to order (or, with respect to a Non-Serviced Mortgage
Loan, require the applicable Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal
with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which
there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The applicable Special
Servicer shall use its reasonable best efforts to cause such second Appraisal to be delivered within thirty (30) days from receipt
of the Requesting Holders’ written request and shall cause such Appraisal to be prepared on an “as-is” basis
by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in
respect of which the Requesting Holders are requesting the applicable Special Servicer to obtain an additional Appraisal). With
respect to any such Non-Serviced Mortgage Loan, the applicable Master Servicer shall use commercially reasonable efforts to obtain
such second Appraisal from the applicable Non-Serviced Special Servicer and to forward such second Appraisal to the applicable
Special Servicer.


 


(ii)            Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Master Servicer (for Collateral
Deficiency Amounts on Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to extent provided for in the applicable Non-Serviced


 






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PSA
and applicable Intercreditor Agreement) and the applicable Special Servicer (for any Mortgage Loan (other than a Non-Serviced
Mortgage Loan)) shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental
Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and
if so warranted, such Person shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based on such supplemental Appraisal and (for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)) any information received
from the applicable Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the
Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount, Allocated Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable. The Certificate Administrator, the Operating Advisor and the Special Servicers
shall be entitled to conclusively rely on the applicable Master Servicer’s calculation or determination of any Collateral
Deficiency Amount with respect to Non-Serviced Mortgage Loans. The Holders of an Appraised-Out Class requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights
of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon
receipt by the applicable Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i)
above to but excluding the date on which either (A) the applicable Special Servicer determines that no recalculation of the
Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the applicable Special Servicer recalculates
the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next
most senior Class of Control Eligible Certificates that is not an Appraised-Out Class, if any.


 


(c)            With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole
Loan)), the applicable Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the
related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially
changed, notify the applicable Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by the applicable Master Servicer as a Servicing Advance
or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable
and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in
accordance with Section 4.05(b) above), shall deliver a copy thereof to the applicable Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)
and receipt of information reasonably


 






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requested
by the applicable Special Servicer from the applicable Master Servicer that is in the possession of such Master Servicer and reasonably
necessary to calculate the Appraisal Reduction Amount, the applicable Special Servicer shall determine or redetermine, as applicable,
and report to the applicable Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Mortgage
Loan that is an Excluded Loan as to such party) the Directing Certificateholder, the amount and calculation or recalculation of
the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced
Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format;
provided, however, that the applicable Special Servicer shall not be liable for failure to comply with such duties
insofar as such failure results from a failure of the applicable Master Servicer to provide sufficient information to the applicable
Special Servicer to comply with such duties or failure by the applicable Master Servicer to otherwise comply with its obligations
hereunder. Following the applicable Master Servicer’s receipt from the applicable Special Servicer of the calculation of
the Appraisal Reduction Amounts, the applicable Master Servicer shall provide such information to the Certificate Administrator
in the form of the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template provided to
it by the applicable Special Servicer or such other report or reports mutually agreed upon between the applicable Master Servicer
and the Certificate Administrator will calculate the Allocated Appraisal Reduction Amount and the Allocated Cumulative Appraisal
Reduction Amount. Such report of the Appraisal Reduction Amount shall also be promptly forwarded by the applicable Master Servicer
(or the applicable Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced
Companion Loan has been included in an Other Securitization, to the Other Servicer and Other Trustee of such Other Securitization
into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the applicable
Master Servicer (or the applicable Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the applicable
Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined
Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the
occurrence and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to
such party), the applicable Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal,
valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding
the foregoing but subject to Section 4.05(b), the applicable Special Servicer will not be required to obtain an Appraisal
or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has obtained an Appraisal
or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related
Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead,
the applicable Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the applicable
Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity
of such Appraisal or valuation.


 






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The
applicable Master Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession
that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal
Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business Days following the applicable
Special Servicer’s reasonable request therefor; provided that the applicable Special Servicer’s failure to
timely make such request shall not relieve the applicable Master Servicer of its obligation to use reasonable efforts to provide
such information to the applicable Special Servicer within four (4) Business Days following the applicable Special Servicer’s
reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)            Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any
Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing,
will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


(e)            Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect
of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced AB
Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06       
Grantor Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall
constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust”
under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment
of the Holders of the Class V Certificates or the RR Interest in the Grantor Trust so as to improve their rate of return.
The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall
timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust.
In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041,
Form 1099 or such other form as may be


 






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applicable
with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished,
to the Holders of the Class V Certificates and the RR Interest their allocable share of the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner required by the Code.


 


(b)            The Grantor Trust is a WHFIT that is WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to
the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. LLC is the only
“middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the
identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first
sentence of this paragraph is incorrect.


 


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


 


(d)            The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class V Certificate or an RR Interest, by acceptance of its interest in such Class of securities, will
be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including
the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate
or an RR Interest, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor,
the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(e)            To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a
CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate
Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service


 






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available
on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners of Certificates that
are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution Date Statement,
(B) the applicable Master Servicer or the applicable Special Servicer, as the case may be, relating to the reports being
made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced
Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual
Report or other reports prepared by the Operating Advisor or actions by the applicable Special Servicer referenced in any Operating
Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons
may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry
for the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator or the Operating Advisor, as applicable,
and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or
related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of such Master Servicer, such Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain
an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided
that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such
answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt
of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the applicable Master Servicer, the
applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry
would require the disclosure of Privileged Information (subject to the Privileged Information Exception, (vi) that answering
the Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney
work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer
such Inquiry and, in the case of the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor, shall
promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any
direct communications with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention
Consultation Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted
such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who


 






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submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling and Servicing
Agreement provides that a Master Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not
answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics
described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage
Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs
or expenses to the Trustee, a Master Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, no inference should or may be drawn from the fact that a Master Servicer, a Special Servicer, the
Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A
Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters
or any of their respective Affiliates. None of the Underwriters, Depositor, the applicable Master Servicers, the Special Servicers,
the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any
of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content
of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s
Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not
submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be
required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)            The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it
grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from
the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 






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(c)            The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the case may be,
relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the applicable Master
Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the applicable
Master Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry
to the appropriate person (in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com; and,
in the case of the NCB Master Servicer, to the following: BANK2018BNK12@ncb.com), in each case within a commercially reasonable
period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, unless it determines not to answer such
Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider
shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with
the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any
reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page
accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the applicable Master
Servicer or the applicable Special Servicer determines, in its respective sole discretion, that (i) answering any Rating
Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, such Master Servicer
or such Special Servicer, as applicable, and (B) the Certificate Administrator, such Master Servicer or such Special Servicer,
as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity
as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination.
The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered
to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure
by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not
be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable
only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor,
or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document
Request Tool and no such party shall have any responsibility or


 






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liability
for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its
sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not
reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


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


 


(b)            The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)            Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor or the applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall
be payable as part of the costs and expenses associated with the transfer of its responsibilities upon


 






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the
resignation or removal of the Certificate Administrator pursuant to Section 8.07. Following the date on which any
Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the applicable Special Servicer may
direct the Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data
Room; provided that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence
File from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator
shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator
be obligated to reproduce or retrieve such deleted files.


 


[End
of Article IV]


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-4, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate
or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates
will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral
multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class X-B
Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D,
Class X-E, Class X-F, Class X-G, Class R and Class V Certificates and the RR Interest) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. The
RR Interest will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $1.00 and in
integral multiples of $0.01 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable,
of any Class of Certificates (other than the RR Interest) does not equal an integral multiple of $1.00, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional
Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class V Certificates
shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class V Certificates and in integral
multiples of 1 in excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)            
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a


 






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Certificate
no longer holds that office at the time the Certificate Registrar countersigns the Certificate, the Certificate shall be valid
nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar (who may be the same
officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence that the
Certificate has been executed and countersigned under this Agreement.


 


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Ellington Management Group LLC) is to be made
in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d)
shall apply.


 


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


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by
the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with


 






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transfers
and exchanges as herein provided. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells
Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee
shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


(b)            Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates or RR Interest
during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall
be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent
of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the
Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


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


 


(d)            Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a
qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to
institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession
of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates
be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of
the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of
Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt
from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in
the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry
Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate
Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until
Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in
such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository
upon


 






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instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as
the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


(e)            Subject to the following provisions, during the RR Interest Transfer Restriction Period, any RR Interest shall only be held as
a Definitive Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s
respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system
under the Retained Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator
shall hold the RR Interest in safekeeping and shall release the Definitive Certificate representing a portion of the requesting
Retaining Party’s RR Interest only upon receipt of written instructions from the applicable Holder of the RR Interest and
the Retaining Sponsor’s written consent, or in connection with a transfer, in accordance with Section 5.03(i),
and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and with this Agreement. 
There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Interest Safekeeping Account” and into which the RR Interest shall be held and which shall be governed by and subject to
this Agreement.  In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts
to the Retained Interest Safekeeping Account for each Retained Party.  The RR Interest to be delivered in physical form to
the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the RR Interest shall be remitted
to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retained Party in accordance with written
instructions provided separately by each Retained Party to the Certificate Administrator.  Under no circumstances by virtue
of safekeeping the RR Interest shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retained Parties. During the RR Interest Transfer Restriction Period and for such longer time
as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing the RR
Interest at the below location, or any other location; provided the Certificate Administrator has given notice to each
of the Retaining Parties of such new location:


 


Wells
Fargo Bank NA 


Attn:
Security Control and Transfer (SCAT) – MAC N9345-010 


425
E Hennepin Avenue 


Minneapolis,
MN 55414


 


The
Certificate Administrator shall make available to each Retaining Party its respective account information as mutually agreed upon
by the Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i).
The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial
settlement and sale of the RR Interest on the Closing Date.


 






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Section 5.03       
Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept
at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges
of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive
Certificates on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicers and
the Special Servicers any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates)
referred to in this Section 5.03(a).


 


(b)            Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be
credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given
by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer
restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of
Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the


 






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reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is
being exchanged or transferred.


 


(d)            Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an
interest in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry
Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such
interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with
the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited
a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A
Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures
containing information regarding the participant account of the Depository to be credited with such increase and (3) a certificate
in the form of Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such
interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant
to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable
Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates
under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the
Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is
being exchanged or transferred.


 


(e)            Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest
in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in
the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
as the case may be, and the Depository, exchange or cause


 






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the
exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with
respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account
of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation
S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period,
a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person
transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted
Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that
such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining
such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited,
from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate that is being transferred.


 


(f)             Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear
or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of
a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation
S Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate
Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor
and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been
delivered to Euroclear or Clearstream pursuant to the terms of


 






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


 


(g)            Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
(a)  a Risk Retention Certificate or a Vertical RR Interest during the Transfer Restriction Period or (b) a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery
thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for
an equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate,
duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to
credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the
Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding
the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M
hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate),
in the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry
Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A
Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part
of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book
Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the
Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the
portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance
of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by
email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may be
reasonably required by the Depository to effect such exchange.


 


(h)            Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(d), and subject to the issuance and transfer of a Risk Retention Certificate or a Vertical
RR Interest during the Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate
shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary


 






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Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate
(or any portion thereof).


 


(i)             Transfers of RR Interest.  At all times, if a Transfer of any RR Interest after the Closing Date is to be made, then
the following documents shall be delivered to the Certificate Administrator, who will facilitate the transfer in conjunction with
the Certificate Registrar who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely
upon) (i) if such RR Interest is in the possession of the Certificate Administrator, a letter notifying the Certificate Administrator
in writing of the Holder of an RR Interest’s intention to transfer such RR Interest from the Retained Interest Safekeeping
Account and identifying the transferee, (ii) a certification from such Certificateholder’s prospective Transferee substantially
in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor
with a medallion stamp guarantee of the Retaining Sponsor, (iii) a certification from the Certificateholder desiring to effect
such transfer substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned
by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (iv) if such RR Interest will be in the possession
of the Certificate Administrator after such transfer, a completed W-9 by the prospective transferee and (v) contact information
and wiring instructions for the prospective transferee.  For so long as the RR Interest is held by the Certificate Administrator
in the Retained Interest Safekeeping Account, upon the completion of any transfer, the Certificate Administrator shall issue a
receipt to such transferee. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e)
and Section 5.03(n), reflect such RR Interest in the name of the prospective Transferee. For the avoidance of
doubt, in no event shall an RR Interest be held as a Book-Entry Certificate during the RR Interest Transfer Restriction Period.


 


(j)             Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)            Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation
S) shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)             If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such
legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


 






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


 


(n)            With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or, with respect to the Risk Retention Certificates and the RR Interest, the applicable Retaining Parties)
of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made
under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in
the case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such
Certificate is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt
“prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation
of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicers,
the Special Servicers, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or
the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code
or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not
register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate
Administrator have received either the representation letter described in clause (i) above or the Opinion of Counsel described
in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, either Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Initial
Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of
an ERISA Restricted Certificate shall be deemed to represent that it is not and will not become a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate
the provisions of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent
permitted under applicable law.


 






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(o)            No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is
or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate.
Except in connection with the transfer or deemed transfer thereof by the Depositor or an Initial Purchaser, each prospective transferee
of a Class R or Class V Certificate shall deliver to the transferor, the Depositor, the Certificate Administrator and
the Trustee representation letters, substantially in the forms of Exhibit C and Exhibit F-2, stating that the
prospective transferee is not and will not become a Plan or a person acting on behalf of or using the assets of a Plan. Each Holder
of a Class R or Class V Certificate shall be deemed to represent that it is not and will not become a Person specified
in the second preceding sentence. Any attempted or purported transfer in violation of these transfer restrictions shall be null
and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any
obligations with respect to the applicable Certificates.


 


(p)            Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)             Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting
as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)            No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as


 






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


 


(iii)           Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person
that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing
restrictions, and in any event not later than sixty (60) days after a request for information from the transferor of such
Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the
transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(q)            The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)             Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest
or original issue discount payments or advances thereof


 






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to
any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this
Agreement.


 


(s)            Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)             Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an
Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate
for its own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered
Certificate with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions
set forth in this Section 5.03(s), or (C) (except with respect to the Class R Certificates) is an institution
that is not a United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)            Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each
case, in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United
States or any other jurisdiction.


 


(iii)           Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03(s).


 


(iv)           Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 



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(t)             Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”),
as a condition of its purchase of such Certificate, will be deemed to have represented that:


 


(i)             none
of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities (the
“Transaction Parties”), has provided or will provide advice with respect to the acquisition of Certificates
by the ERISA Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either:
(a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar
institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance
carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of
assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment
adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment
adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not
be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(ii)            the
Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition of Certificates by the ERISA Plan;


 


(iii)           the
Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(iv)           none
of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate the
terms of the ERISA Plan’s investment in the Certificates or receives a fee or other compensation from the ERISA Plan or
Plan Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates;
and


 


(v)            the
Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity; and (b) of the existence and nature of the Transaction
Parties financial interests in the ERISA Plan’s acquisition of the Certificates.


 



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The
above representations are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions are revoked,
repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance
of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient
to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and the
Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner
of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar
or any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain
in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar
a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with
other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy
of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10)
Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and
expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly
notify such Certificateholder or Certificate Owner of the identity of then-current Directing Certificateholder. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicers, the Special Servicers, the Trustee, the Certificate


 






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Administrator,
the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time
to time upon request therefor.


 


(b)            (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such
Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners
related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D
containing such disclosure (a “Special Notice”) regarding the request to communicate shall include the following
and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the
date the request was received, (c) a statement to the effect that the Certificate Administrator has received such request,
stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate
Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a
disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence: “On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D
relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)            In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at 600 South 4th Street, 7th Floor, MAC


 






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N9300-070,
Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the
Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate
Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee
shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations
of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


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


 


(c)            The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)            The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)            The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)             The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the Special Servicers
or the Depositor.


 


Section 5.09       
[RESERVED]


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)            Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is


 






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distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the
registered Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)            In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the
Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes
with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has
passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote
without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates
are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)            The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that
corresponds with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall
not, absent manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)            Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)            If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures.


 






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Unless
specifically provided herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End
of Article V]


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations
reviewer, THE DIRECTING CERTIFICATEHOLDER AND THE Risk Retention Consultation Party


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset
Representations Reviewer. (a) Each Master Servicer, for itself only, hereby represents, warrants and covenants to the
Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the
Certificate Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing
Date, that:


 


(i)             The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)           The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)           This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 



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(v)            The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)           No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)          The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)         No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been
obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where
the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement;


 


(b)            Each
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)             The
Special Servicer is (A) in the case of the General Special Servicer, a national banking association, duly organized, validly existing
and in good standing under the laws of the United States of America, (B) in the case of the NCB Special Servicer, a national banking
association, duly organized, validly existing and in good standing under the laws of the United States of America and (C) in the
case of the Fair Oaks Mall Special Servicer, a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Iowa, and in each case, the Special Servicer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a
default


 






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(or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)           The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)           This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 










(v)            The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(vi)           No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)          The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its


 






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obligations
under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer
to perform its obligations hereunder.


 


(c)            The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each Special Servicer,
as of the Closing Date, that:


 


(i)             The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)           The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)           This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)            The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 



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(vi)           The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)          No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder


 


(d)            The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)             The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially
and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement
or its financial condition;


 


(iii)           The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 



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(iv)           This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)            The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)           No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)          The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)            The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)             The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution
and delivery of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice
thereof from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth
in this Section 6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders,
the party discovering such breach shall give prompt


 






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written
notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder.


 


Section 6.02       
Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations
Reviewer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and
undertaken by the Depositor, such Master Servicer, the Operating Advisor, such Special Servicer and the Asset Representations
Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or
the Asset Representations Reviewer. (a) Subject to subsection (b) below, each of the Depositor, the Master Servicers
and the Special Servicers will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)            Each
of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, a Master Servicer, a Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,
that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency
with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation
is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25);
provided, further, that if a Master Servicer, a Special Servicer or the Operating Advisor enters into a merger and such Master
Servicer, such Special Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, such Master
Servicer, such Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be


 






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required
to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of
Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Serviced
Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the
Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such
Other Securitization, as the case may be, notifies such Master Servicer, such Special Servicer or the Operating Advisor, as applicable,
in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor
entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and
specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the
Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be
unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain a Master Servicer, a Special Servicer or the Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or
substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) such Master
Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or
transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60)
days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the
case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify such Master
Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination,
in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant
of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate,
the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Section 7.01.


 


(i)             The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)            Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein


 






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to
the contrary notwithstanding; provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such
successor or surviving Person.


 


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations
Reviewer and Others. (a) None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust,
the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor,
either Master Servicer (including in its capacity as Companion Paying Agent, if applicable), any Special Servicer, the Operating
Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations made herein
or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance
of such party’s duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor,
the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Operating
Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent
of the Depositor, a Master Servicer (including in its capacity as Companion Paying Agent, if applicable), a Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members,
managers, employees or agents of any of the foregoing may rely on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicers (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor
and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified
and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation, costs and expenses of litigation
and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred
in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to
this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation
or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance
of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the
case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred
in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined
by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as
Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator
has been advised of the likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicers (including
in its capacity as


 






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Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively
may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)            None
of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers,
the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and
the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such
Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are
involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance
with the related Intercreditor Agreement and will also be payable out of the other funds in the applicable Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled
to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the applicable
Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)            Each
of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers or in the
case of the other Master Servicer), the Special Servicer(s) (in the case


 






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of
the Master Servicers or in the case of the other Special Servicer) and the Trust and any partner, director, officer, shareholder,
member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (for the
avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity)
that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of such Master Servicer
or such Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by such Master Servicer or such Special Servicer, as the case may be, of its duties and obligations hereunder
or by reason of breach of any representations or warranties made herein by such Master Servicer or such Special Servicer, as applicable.
The Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the
case may be, shall immediately notify the applicable Master Servicer or the applicable Special Servicer, as applicable, if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall assume the defense of such
claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless such Master Servicer’s or such Special Servicer’s, as the case may be, defense of such
claim is materially prejudiced thereby.


 


Each
of the Master Servicers and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by
such Master Servicer or such Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5
Information Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e),
Section 3.12, Section 3.17(c) and Section 3.18(g) or (ii) a breach by such Master Servicer or
such Special Servicer, as applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g)
and Section 3.13(i).


 


(d)            Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including
reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may
sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder


 






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or
by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or
consequential damages. The Depositor, the applicable Master Servicer, the applicable Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator,
respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with
counsel reasonably satisfactory to the Depositor, such Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), such Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s
or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)            The
Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the
Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect
to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the case may
be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 


(f)             The
Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the


 






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enforcement
of such indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case
may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such
claim (with counsel reasonably satisfactory to such Master Servicer (including in its capacity as Companion Paying Agent), such
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)            Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties
hereunder.


 


(h)            The
Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder
or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect
or consequential damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy


 






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any
judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)             The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced
Operating Advisor (if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors,
officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”),
shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable
Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other
mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of either Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), any Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer.


 


(j)             For
purposes of this Section 6.04 and Section 11.12, any Master Servicer or Special Servicer, as the case
may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their
respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master Servicer
or such Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master Servicer
or such Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms
would or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled to
rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


(k)            The
NCB Master Servicer shall indemnify and hold harmless the General Master Servicer and its partners, directors, officers, shareholders,
members, managers, employees or agents from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and other costs and expenses incurred by the General Master Servicer or such Persons
in connection with any CREFC® Schedule AL File prepared by the General Master Servicer that arise out of or are based upon
any error, inaccuracy or incompleteness in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File delivered by
the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d) or any failure by the NCB Master Servicer to
deliver to the General Master Servicer any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File by the time specified
in Section 3.12(d).


 



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Section 6.05       
Depositor, Master Servicers and Special Servicers Not to Resign. Subject to the provisions of Section 6.03,
none of the Master Servicers or the Special Servicers shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of a Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25). Any such determination permitting the resignation of such Master Servicer or such Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such
effect delivered to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing
Certificateholder. Unless applicable law requires the resignation of such Master Servicer or such Special Servicer (as the case
may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation
by such Master Servicer or such Special Servicer under clause (a) above shall become effective until the Trustee or
a successor master servicer or special servicer, as applicable, shall have assumed such Master Servicer’s or such Special
Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation
by such Master Servicer or such Special Servicer shall become effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of such
Master Servicer or such Special Servicer, pursuant to this Section 6.05, such Master Servicer or such Special Servicer,
as applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect
to this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control
Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket
costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant
to this Section 6.05. Except as provided in Section 7.01(c), in no event shall such Master Servicer or
such Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special
Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicers and the Special Servicers. The Depositor may, but is not obligated
to, enforce the obligations of either Master Servicer and any Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of either Master Servicer and any Special Servicer hereunder or exercise
the rights of either Master Servicer or any Special Servicer, as applicable, hereunder; provided, however, that either Master
Servicer and any Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance


 






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by
the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by
either Master Servicer or any Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicers,
the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07       
The Master Servicers and the Special Servicers as Certificate Owner. Either Master Servicer, any Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would
have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Certificateholder and the Risk Retention Consultation Party. (a) (A) Other than with respect to any
Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event has
occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the applicable Special Servicer
with respect to all Major Decisions (other than with respect to any applicable Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class) and (2) the applicable Master Servicer to the extent the Directing
Certificateholder’s consent is required by the applicable clauses of the definition of “Master Servicer Decision”,
and (B) the Risk Retention Consultation Party shall (other than with respect to any applicable Excluded Loan with respect to the
Risk Retention Consultation Party) be entitled to consult on a strictly non-binding basis with the applicable Special Servicer
with respect to any Major Decision (provided, that prior to the occurrence and continuance of a Consultation Termination Event,
the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with the Risk
Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party with
respect to any individual triggering event, and any such consultation shall be on a strictly non-binding basis and shall be subject
to all limitations with respect to the procedures and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this
Section 6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing,
the applicable Special Servicer shall not be permitted to take (or to consent to any Master Servicer’s taking) any of the
following actions (or, with respect to any Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period with respect to such Serviced AB Whole Loan, any “major decision” under the related Intercreditor Agreement
(each, as applicable, a “Major Decision”)) as to which the Directing Certificateholder (or, with respect to
any Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period with respect to such Serviced
AB Whole Loan, the Subordinate Companion Holder) has objected in writing within ten (10) Business Days (or thirty (30)
days with respect to clause (ix) of the definition of “Major Decision”) after the Directing Certificateholder’s
receipt of the applicable Special Servicer’s written recommendation and analysis and all information reasonably requested
by the Directing Certificateholder, and reasonably available to the applicable Special Servicer in order to grant or withhold
such consent (provided that if such written consent has not been received by the applicable Special Servicer within the
applicable time period, then the Directing Certificateholder will be deemed to have approved such action):


 



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(i)             any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)            any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage
Loan or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days
as provided in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)           any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is permitted to sell in accordance
with Section 3.16(a)(iii) of this Agreement, in each case, for less than the applicable Purchase Price;


 


(iv)           any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at an REO Property;


 


(v)            any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer
of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than (A) any such
transfer or incurrence of debt as described under clause (xiv), (xv) or (xvi) of the definition of “Master
Servicer Decision” or as may be effected (I) without the consent of the lender under the related loan agreement, (II) pursuant
to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion, or (B) solely with respect
to an NCB Co-op Mortgage Loan, subject to the satisfaction of various conditions and subject to certain parameters set forth in
this Agreement, (a) the waiver of a “due-on-encumbrance” clause pertaining to an NCB Co-op Mortgage Loan with respect
to subordinate financing as to which the NCB Subordinate Debt Conditions have been satisfied and (b) the incurrence of additional
indebtedness by a Mortgagor of an NCB Co-op Mortgage Loan;


 


(vi)           (a)
other than in the case of an NCB Co-op Mortgage Loan, any property management company changes with respect to a Specially Serviced
Loan with a principal balance equal to or greater than $10,000,000, including, without limitation, approval of the termination
of a manager and appointment of a new property manager, (b) with respect to any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Companion Loan that is a Non-Specially Serviced Loan, a change in property management if the replacement
property manager is a Borrower Party or (c) franchise changes with respect to a Mortgage Loan for which the lender is required
to consent or approve such changes under the related Mortgage Loan documents;


 



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(vii)          other
than in the case of any Non-Specially Serviced Loan or any NCB Co-op Mortgage Loan, releases of any material amounts from any
escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or reserves, other than those required
pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(viii)         any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(ix)            other
than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


(x)             other
than in the case of a Non-Specially Serviced Loan, any modification, waiver or amendment of any lease, the execution of any new
lease or the granting of a subordination and non-disturbance or attornment agreement in connection with any lease (other than
for ground leases), at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of (1) 30%
of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet and (b) such transaction
is not a routine leasing matter;


 


(xi)            other
than in the case of a Non-Specially Serviced Loan or Non-Serviced Mortgage Loan, any modification, amendment, consent to a modification
or waiver of any material term of any Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine
lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action
to enforce rights (or decision not to enforce rights) with respect thereto; provided, however, that any such modification
or amendment that would adversely impact the applicable Master Servicer shall additionally require the consent of such Master
Servicer as a condition to its effectiveness;


 


(xii)          any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the Mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to an NCB
Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


(xiii)         requests
for property releases or substitutions, other than (A) grants of easements or rights of way, (B) releases of non-material
parcels of a Mortgaged Property (including, without limitation, any such releases as to which the related Mortgage Loan documents
expressly require the mortgagee thereunder to make such releases), (C) consents to releases related to condemnation of parcels
of a Mortgaged Property, (D) the release of collateral securing any Mortgage Loan in connection with defeasance of the collateral
for such Mortgage Loan or (E) the items listed in clause (vii) of this definition and clause (viii) of the
definition of “Master Servicer Decision”;


 



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(xiv)         other
than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect the use or value
of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage Loan;


 


(xv)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance
collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations
of the United States of America would be permitted or (B) a modification that would permit a principal prepayment instead
of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xvi)         determining
whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new ground lease;


 


(xvii)        other
than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels of a Mortgaged
Property with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the
use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related
Mortgage Loan or any related Companion Loan when due;


 


(xviii)       following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents; and


 


(xix)          other
than with respect to the NCB Mortgage Loans and other than in the case of any Non-Specially Serviced Loan, approval of any waiver
regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements which
in no event relieve any borrower of the obligation to provide financial statements on at least a quarterly basis) following three
consecutive late deliveries of financial statements;


 


provided,
however, that, in the event that the applicable Special Servicer or the applicable Master Servicer, as the case may be,
determines that immediate action, with respect to the foregoing matters or any Master Servicer Decision requiring the consent
of, or consultation with, the Directing Certificateholder, or any other matter requiring consent of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect
the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and
the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the applicable


 






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Special
Servicer or the applicable Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating
Advisor, as the case may be); provided that if such matter requires consent of or consultation with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor pursuant to this Agreement, the applicable Special Servicer or
the applicable Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable)
and the Risk Retention Consultation Party (if applicable) with prompt written notice following such action including a reasonably
detailed explanation of the basis therefor. None of the Master Servicers or the Special Servicers is required to obtain the consent
of the Directing Certificateholder for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder
after the occurrence and during the continuance of a Control Termination Event; provided, however, that, after the
occurrence and during the continuance of a Control Termination Event, the applicable Special Servicer shall consult with the Directing
Certificateholder (only prior to the occurrence and continuance of a Consultation Termination Event) in connection with any Major
Decision not relating to an Excluded Loan with respect to the Directing Certificateholder (and any other actions which otherwise
require consultation with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination
Event hereunder) and consider alternative actions recommended by the Directing Certificateholder in respect thereof. If the applicable
Master Servicer and the applicable Special Servicer have mutually agreed that the applicable Master Servicer will process any
Major Decision, the applicable Master Servicer shall not be permitted to take any of the actions that constitute Major Decisions
unless it has obtained the consent of the applicable Special Servicer, which consent will be deemed given (unless earlier objected
to by the applicable Special Servicer) ten (10) Business Days after the applicable Special Servicer’s receipt from
the applicable Master Servicer of the applicable Master Servicer’s written recommendation and analysis with respect to such
Major Decision and all information reasonably requested by the applicable Special Servicer and reasonably available to the applicable
Master Servicer in order to make an informed decision with respect to such Major Decision plus the time period provided to the
Directing Certificateholder or other relevant party under this Agreement and, if applicable, any additional time period permitted
in the related Intercreditor Agreement. Additionally, upon request, the applicable Special Servicer shall consult with the Risk
Retention Consultation Party on a non-binding basis (provided, that prior to the occurrence and continuance of a Consultation
Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan) in connection with any Major Decision not
relating to an Excluded Loan with respect to the Risk Retention Consultation Party and consider alternative actions recommended
by the Risk Retention Consultation Party, in respect thereof. In the event the applicable Special Servicer receives no response
from the Directing Certificateholder or the Risk Retention Consultation Party within ten (10) Business Days following its written
request for input on any required consultation, the applicable Special Servicer shall not be obligated to consult with the Directing
Certificateholder or the Risk Retention Consultation Party, as applicable, on the specific matter; provided, however,
that the failure of the Directing Certificateholder or the Risk Retention Consultation Party to respond shall not relieve
the applicable Special Servicer from consulting with the Directing Certificateholder or the Risk Retention Consultation Party,
as applicable, on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan
or an Excluded Loan with respect to such party) or Serviced Whole Loan. In addition, after a Control


 






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Termination
Event, the applicable Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed
Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and
during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the applicable
Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the later of (i) its
written request for input on any required consultation and (ii) delivery of all such additional information reasonably requested
by the Operating Advisor related to the subject matter of such consultation, the applicable Special Servicer shall not be obligated
to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating
Advisor to respond on any specific matters shall not relieve the applicable Special Servicer from its obligation to consult with
the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder
of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the
applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), (i) the applicable Special Servicer shall process all requests in respect
of Specially Serviced Loans and any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision
with respect to Non-Specially Serviced Loans, and (ii) the applicable Master Servicer shall process all requests in respect of
(A) any matter that constitutes a Master Servicer Decision with respect to Non-Specially Serviced Loans and (B) any matter that
constitutes a Major Decision with respect to a Non-Specially Serviced Loan that such Master Servicer and such Special Servicer
have mutually agreed such Master Servicer shall process.


 


Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan, except with respect to clause (xi) of the definition of “Major Decision”) that is not a Specially
Serviced Loan, the applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless such Master
Servicer and such Special Servicer mutually agree that such Master Servicer shall process such request, such Special Servicer
shall process such request (including, without limitation, interfacing with the Mortgagor) and such Master Servicer will have
no further obligation with respect to such request or the Major Decision except as provided in the next sentence. With respect
to such request, the applicable Master Servicer shall continue to cooperate with the applicable Special Servicer by delivering
any additional information in the applicable Master Servicer’s possession to the applicable Special Servicer requested by
the applicable Special Servicer relating to such Major Decision. The applicable Master Servicer shall not be permitted to process
any such Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis
with respect to any such Major Decision. Prior to the occurrence of a Consultation Termination Event, the applicable Special Servicer
shall within ten (10) Business Days forward such request to the Directing Certificateholder together with the


 






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Special
Servicer’s written recommendation and analysis. The Directing Certificateholder shall promptly provide notice to the applicable
Special Servicer of any objection the Directing Certificateholder has to such Special Servicer’s written recommendation
and analysis (provided that if such written consent has not been received by the applicable Special Servicer within the
applicable time period, then the Directing Certificateholder will be deemed to have approved such action).


 


In
addition, the applicable Master Servicer shall provide the applicable Special Servicer with any notice that it receives relating
to a default by the Mortgagor under a Ground Lease where the collateral for the Mortgage Loan is the Ground Lease, and such Special
Servicer will determine in accordance with the Servicing Standard whether the Trust as lender should cure any Mortgagor defaults
relating to Ground Leases. Any costs relating to any such cure of a Mortgagor default relating to a Ground Lease shall be paid
by the applicable Master Servicer as a Servicing Advance.


 


With
respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially
Serviced Loan, and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision
relating to a Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of the majority of the RR Interest), the Special Servicer shall provide copies of any notice, information
and report that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major
Decision to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information
or report to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to
be provided to the Directing Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a
Consultation Termination Event).


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the
applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing
Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything
herein to the contrary, no such direction or objection contemplated by the preceding paragraphs of this Section 6.08(a)
or this paragraph may require or cause the applicable Master Servicer or applicable Special Servicer to violate any provision
of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement,
or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion
Loan), including without limitation the obligation of either Master Servicer and any Special Servicer to act in accordance with
the Servicing Standard, or expose the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities
of either Master Servicer or any Special Servicer, as applicable, hereunder or cause either Master Servicer or any Special Servicer,
as


 






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applicable,
to act, or fail to act, in a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special
Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In
the event a Special Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice from the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer
or such Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively,
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder or the approval of the Risk Retention Consultation Party that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result
in any liability on the part of such Master Servicer or such Special Servicer.


 


With
respect to any matter for which the consent of the Directing Certificateholder is required, to the extent no specific time period
for deemed consent is expressly stated, in the event no response from the Directing Certificateholder is received within ten (10)
Business Days following written request for consent and its receipt of all reasonably requested information on any required consent,
the Directing Certificateholder shall be deemed to have consented to or approved the specific matter; provided that the failure
of the Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder shall not be
protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason
of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates,
and that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling
Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability
to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder shall
not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
thereof for having so acted.


 



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The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention
Consultation Party shall not be protected against any liability to a Holder of an RR Interest that would otherwise be imposed
by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest
or by reason of reckless disregard of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Risk Retention Consultation Party may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of an RR Interest over other Classes of the Certificates, and
that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests of the Holders of
an RR Interest, that the Risk Retention Consultation Party does not have any duties or liability to the Holders of any Class of
Certificates other than the RR Interest, that the Risk Retention Consultation Party shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holder of the RR Interest, and that the Risk Retention Consultation
Party shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against
the Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.


  


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


 


(b)            Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event
(and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the Directing Certificateholder
shall have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the
occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation
Termination


 






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Event,
the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) and the Risk Retention Consultation Party
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
applicable Special Servicer and any other applicable party shall consult (on a non-binding basis) with the Directing Certificateholder
and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect
to any Excluded Loan as to such party) to the extent set forth herein in connection with any action to be taken or refrained from
being taken to the extent set forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the
majority of the Controlling Class), the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder
and, other than with respect to any Excluded Loan with respect to the Risk Retention Consultation Party or the holder of a majority
of the RR Interest, the Risk Retention Consultation Party shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement, and the applicable Special Servicer and any other applicable party shall consult
with the Risk Retention Consultation Party to the extent set forth herein in connection with any action to be taken or refrained
from being taken to the extent set forth herein.


 


Section 6.09       
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo
Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells
Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or
(b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a)
or clause (b), where some or all of the obligations performed in such capacities are performed by one or more
employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible
for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as
applicable.


 


[End
of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicers and Special Servicers Termination. (a) “Servicer Termination Event”,
wherever used herein, means, with respect to either Master Servicer or any Special Servicer, as the case may be, any one of the
following events:


 


(i)             (A)
any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection Account,
or remit to the Companion Paying Agent for deposit into the Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of this Agreement,


 






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which
failure is not remedied within one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit
to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted,
which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)            any
failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)           any
failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5)
Business Days in the case of such Master Servicer’s or such Special Servicer’s obligations, as the case may be, contemplated
by Article XI, (B) fifteen (15) days in the case of such Master Servicer’s failure to make a
Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy
required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given (A) to such Master Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to
such Master Servicer or such Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu
Whole Loan if affected by that failure, by the related Serviced Companion Noteholder; provided, however, if such failure is capable
of being cured and such Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such period
will be extended an additional thirty (30) days; provided, further, however, that such extended period will not apply to
the obligations regarding Exchange Act reporting; or


 


(iv)           any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests
of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and
which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the
same to be remedied, shall have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate
Administrator and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates
to the servicing of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder;
provided, however, that if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case
may be, is diligently pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 



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


 


(vi)           such
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 


(vii)          such
Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)         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 or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch status”
in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by KBRA within sixty (60) days of such rating action) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with such Master Servicer or Special Servicer,
as the case may be, as the sole or a material factor in such rating action; or


 


(ix)            such
Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting; or


 


(x)             such
Master Servicer or such Special Servicer is removed from S&P’s Select Servicer List as a “U.S. Commercial Mortgage
Master Servicer” or a “U.S. Commercial Mortgage Special Servicer”, as applicable, and is not restored to such
status on such list within sixty (60) days.


 


(b)            If
any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this Section 7.01(b),
the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as such Servicer
Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class) the Directing Certificateholder (solely with
respect to the Special Servicer) or the Holders of Certificates entitled to more than 25% of the Voting Rights,


 






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the
Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of such Master Servicer or such Special Servicer,
as the case may be, upon five (5) Business Days’ written notice if there is a Servicer Termination Event under clause (A)
in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected Party, with a copy of
such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other
than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee with respect to a termination of such Master Servicer or such Special Servicer pursuant to
and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents,
or otherwise. Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume such Master Servicer’s or such
Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination
of the Master Servicer’s or such Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11
and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to
the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by such Master
Servicer to its Collection Account or any Servicing Account (if it is the Affected Party), by such Special Servicer to the REO
Account (if it is the Affected Party) or thereafter be received with respect to the applicable Mortgage Loans or any REO Property
(provided, however, that such Master Servicer and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b)
or pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances
(in the case of such Special Servicer or such Master Servicer) or otherwise, and it and its Affiliates and the directors, managers,
officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination).


 


(c)            If
a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), (a)(ix) or (a)(x) such Master Servicer shall have a forty-five (45) day
period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which such Master Servicer can sell its rights to service the
Mortgage Loans under this Agreement. During such forty-five (45) day period such Master Servicer may continue to serve
as a Master Servicer hereunder. In the event that such Master


 






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Servicer
is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties
of such Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of such Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be
continuing that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer
is not otherwise terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the
related Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General
Special Servicer with respect to the related Serviced Pari Passu Whole Loan. The General Special Servicer appointed to replace
the General Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior
written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated
at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph
shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other Pooling
and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any appointment
of a replacement General Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation
and confirmation from the applicable rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of then-current ratings of any class of any related Serviced Companion Loan Securities (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)            Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect
to the Directing Certificateholder, the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11
and Section 6.04) and obligations of such Special Servicer under this Agreement, with or without cause, upon ten (10)
Business Days’ notice to such Special Servicer, the Master Servicers, the Certificate Administrator, the Trustee and the
Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the requirements
of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business
Days’ notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s
right to terminate the applicable Special Servicer’s rights and obligations under this Agreement without cause with respect
to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of such Special
Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan with respect to the Directing Certificateholder)
shall appoint a successor special servicer to assume the duties of such Special Servicer hereunder; provided, however, that (i) such
successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency
Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a
confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25)


 






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and
(iii) no replacement of such Special Servicer shall be effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with
respect to any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Allocated
Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of
the Principal Balance Certificates (other than the RR Interest) requesting a vote to replace the applicable Special Servicer with
a new special servicer designated in such written direction to assume the duties of such Special Servicer hereunder, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating
Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which
will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee
of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such
Holders) and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade,
withdrawal or qualification of then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities,
the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, conduct the solicitation of votes of all Certificates
(other than the RR Interest) in such regard, which requisite affirmative votes must be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio.
Upon the written direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates,
the Trustee shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint
the successor special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement Special Servicer)
designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii) register
to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove a Special Servicer shall not apply to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal
Period or to any Servicing Shift Whole Loan.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and
after the date such successor special servicer becomes a Special Servicer) all of the responsibilities, duties and liabilities
of such Special Servicer under this Agreement from and after the date it becomes a Special Servicer as they relate to any Serviced
AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the


 






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terms
of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions,
this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced
PSA remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced
Special Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee,
acting at the direction of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to
terminate the related Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment
(or replacement) of the applicable Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any
event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by the
related Non-Serviced Trustee or, prior to the occurrence and continuance of a consultation termination event under the related
Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor special
servicer appointed to replace such Special Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the
Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without
the prior written consent of the Directing Certificateholder.


 


Following
the occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines in its sole discretion exercised in good faith that the applicable Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to such Special Servicer, a written report in the form of Exhibit W
attached hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor
considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such
regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the
aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis within 180 days of posting
of the Operating Advisor’s recommendation to the Certificate Administrator’s Website, and if not so received, such
votes shall be null and void ab initio, and (ii) receipt by the Certificate Administrator following satisfaction
of the foregoing clause (i) of


 






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Rating
Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such appointment (or replacement)
will not result in the downgrade, withdrawal or qualification of then-current ratings of any class of any related Serviced Pari
Passu Companion Loan Securities, the Trustee shall (i) terminate all of the rights and obligations of such Special Servicer
under this Agreement and appoint a successor special servicer approved by the Certificateholders and (ii) promptly notify
such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses
(including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and
administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be
an additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes,
then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of such Special Servicer under this
Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor
shall not be permitted to recommend the replacement of a Special Servicer with respect to an AB Whole Loan so long as the related
Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with
respect to any Servicing Shift Whole Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).
All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the
limitations set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s
determination under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the
Certificateholders (regarding removal of a Special Servicer).


 


(e)            Each
Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to such
Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing covenant extend
beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and
(c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)             Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced Companion Loan,
the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if such Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then
such Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the
holders of any Serviced Companion Loan Securities, but upon the written direction of the


 






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related
holder of such Serviced Companion Loan, such Master Servicer shall be required to appoint a sub-servicer that will be responsible
for servicing the related Serviced Whole Loan.


 


(g)            Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any,
the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded
Special Servicer but does not so appoint within 30 days of notice of resignation, the resigning Special Servicer shall use reasonable
efforts to select the related Excluded Special Servicer. The resigning Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer so long as, on the date of the appointment, the selected Excluded Special Servicer is a Qualified Replacement
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment
would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and
each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation,
(ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded
Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate
Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding
itself in its role as Excluded Special Servicer.


 


If
at any time the applicable Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with
respect to an Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming
REO Property), (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole
Loan shall no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all
special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after
such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded
Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer
Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the applicable Special Servicer shall remain entitled to all other special servicing compensation with respect to all
Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 



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If
a Servicing Officer of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer,
as the case may be, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or
the applicable Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties
to this Agreement.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer, as the case may
be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such
successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity
as such Master Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth or provided
for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of such Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01
to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as
successor to such Master Servicer or such Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of such Master Servicer or such Special Servicer, respectively, herein or in any related document or agreement,
for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan
hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject
to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing
Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to
if such Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to such
Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer would have been entitled if such
Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of such Master Servicer or such Special
Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as such Master Servicer or
such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only
with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be,
and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to
act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the
Trustee is not approved as a servicer by each Rating Agency, or if the


 


 



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Directing
Certificateholder (solely with respect to such Special Servicer) ((i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or
the Holder of the majority of the Controlling Class) or the Holders of Certificates entitled to more than 50% of the Voting Rights
so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the
successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of such Master Servicer or such Special Servicer hereunder. No appointment of a successor
to such Master Servicer or such Special Servicer hereunder shall be effective until (i) the assumption in writing by the
successor to such Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder that
arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
(iii) such appointment (solely with respect to such Special Servicer) has been approved (prior to the occurrence and continuance
of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any
other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor
to such Master Servicer or such Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of a successor
to such Master Servicer or such Special Servicer as described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such
compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated
Master Servicer or the non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with
the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer
(as the case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer
for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by
the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for
such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and
expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee
shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating a Master Servicer or


 






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the
Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to
so terminate such Master Servicer or such Special Servicer pursuant to this Agreement, the Trustee shall not have any liability
for such expenses pursuant to this paragraph.


 


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


 


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


 


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a)
may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination Event
under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI) may be waived
only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of any affected
holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination
Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs
and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior
to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any
right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name
of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.


 


Section 7.05       
Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations hereunder to make any
Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days
following such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under
Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with
respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect to
P&I Advances pursuant to the Certificate


 






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Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of such Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, such Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement
Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its
obligations hereunder); provided, however, that if Advances made by the Trustee and a Master Servicer shall at any time be outstanding,
or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon
hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in
full, together with all interest accrued thereon, prior to reimbursement of such Master Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the
occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred,
undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination
Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not
be construed as a duty.


 


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


 



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


 


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


 


(ii)            Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


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


 


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


 


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


 


(i)             The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper


 






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or
document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


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


 


(iii)           Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


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


 


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


 



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


 


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


 


(viii)         Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer or a Special Servicer
(unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


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


 


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


 


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


 


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


 


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


 



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Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section 2.01(h)
and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on
any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee
or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator
makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature,
if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither
the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect
of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Accounts or any
other account by or on behalf of the Depositor, the applicable Master Servicer, the applicable Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and
may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicers or the Special Servicers and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


 


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, either Master Servicer, any Special Servicer or the Underwriters in banking transactions, with the same rights it would
have if it were not Trustee or the Certificate Administrator.


 


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)
As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the
Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As
to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in
the same manner as interest is calculated thereon and for the same period respecting which any related interest payment due or
deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by
it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate


 






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Administrator
Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers
and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)            The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Accounts or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the applicable Master Servicer or the applicable Special Servicer,
to the extent not otherwise paid hereunder, and including reasonable attorneys’ fees and expenses and expenses relating
to the enforcement of such indemnity) arising out of, or incurred in connection with, any act or omission of the Trustee or the
Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of the
Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent,
REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled
to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee
or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss,
liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s
or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard
of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this
Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or the
Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the
Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)            The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by
the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate


 






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Administrator
is required to make available information to a Privileged Person that is an NRSRO, in the performance of such obligations or its
negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of either Master Servicer or any Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation,
(iii) an institution whose long-term senior unsecured debt is rated at least “A” by S&P, “A-”
by Fitch and, if rated by KBRA, “A” by KBRA; provided that the Trustee will not become ineligible to serve
based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less
than “BBB” by S&P and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating
of not less than “A-1” from S&P and “F1” by Fitch and (c) each Master Servicer maintains a rating
of at least “A” by S&P and “A+” by Fitch; provided that nothing in this clause (c) shall
impose on either Master Servicer any obligation to maintain such rating; provided, further, that if any such institution
is not rated by KBRA, such institution maintains an equivalent (or higher) rating by any two other NRSROs (which may include S&P
and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an
entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, each
Master Servicer, each Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such


 






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event
to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the General Master Servicer and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy
of such instrument shall be delivered to each Master Servicer, each Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been
so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)            If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to each Master Servicer, each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)            The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, each Special Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate


 






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administrator,
as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)            Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as
the case may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)            Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan
(to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders
of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 or in blank, and (ii) in the case
of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage
Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK12 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the
extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply
with the foregoing, then the General Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to


 






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execute
such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian
shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee,
as requested, and the applicable Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such
Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the
documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment
cannot be made for any reason, to note the same in such certification.


 


(f)             Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08       
Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided
in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special Servicer
and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)            No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)            Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person


 






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succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor
of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor
person shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall
provide notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10        Appointment
of Co-Trustee or Separate Trustee.  (a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at
the time be located, the Master Servicers and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicers and the Trustee
may consider necessary or desirable. If the Master Servicers shall not have joined in such appointment within
fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have
occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder
and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)            In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)            Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 



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(d)            Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


(e)            The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


 


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, each Master
Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)             The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)            The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)           The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 



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(iv)           This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)          No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder


 


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicers and Special Servicers. The applicable Master Servicer
shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of any change
in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such
change). The Certificate Administrator, the Master Servicers and the Special Servicers may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, the Master Servicers and the Special Servicers, as applicable, shall have no liability for notices not sent to
the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced
Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders
or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, each Master


 






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Servicer,
each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder, and the
Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)             The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)            The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)           The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;







 





(iv)          This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)          No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)          No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate


 






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Administrator,
or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to
the actual performance by the Certificate Administrator of its obligations under this Agreement, and which, if not obtained would
not have a materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder.


 


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the Master
Servicers is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers, as applicable, arising
out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, each Special Servicer and each Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator,
each Special Servicer and each Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


ARTICLE
IX



TERMINATION


 


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate
Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final
payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicers (in order of priority
based on which Special Servicer is servicing the greatest principal balance of the Mortgage Loans as of that time), the Master
Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the other Master Servicer, or the Holders
of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the Termination Purchase Price Amount and
(2) the reasonable out-of-pocket expenses of the Master Servicers and the Special Servicers with respect to such
termination, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans, minus
(b) solely in the case where a Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the applicable Master Servicer in respect of such Advances in


 






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accordance
with Section 3.03 and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to such
Master Servicer (which items shall be deemed to have been paid or reimbursed to the applicable Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by
the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates and
the RR Interest) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the remaining
Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a)
an amount equal to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will
be paid to the Holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product
of (i) the Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed
to the Holder or Holders of then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S,
Class B, Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of then-outstanding Certificates (other than the Class V and Class R Certificates
and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange
all of its Certificates (other than the Class V and Class R Certificates and the RR Interest) together with the payment
or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written notice to
all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole
Certificateholder elects to exchange all of its Certificates (other than the Class V and Class R Certificates and the
RR Interest) and pay the Termination Purchase Amount for all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall remit for deposit in the Collection Account of the
General Master Servicer an amount in immediately available funds equal to (a) the product of the Required Credit Risk Retention
Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master Servicers, the
Special Servicers, the Trustee and the Certificate Administrator hereunder through the date of the liquidation of the Trust that
may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a)
or that may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent that
such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall
be further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest)) an amount equal to
the product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, each Master Servicer shall transfer
all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account
on the P&I Advance Date related to such Distribution Date in which the final distribution


 






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on
the Certificates is to occur from the Collection Accounts pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class R
Certificates and the RR Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the Holders
of the RR Interest in immediately available funds an amount equal to the product of the Required Credit Risk Retention Percentage
and the Termination Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for Release from the Master Servicers,
release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall
be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall
be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance
of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


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


 


The
Holder of the majority of the Controlling Class, the Special Servicers (in order of priority based on which Special Servicer is
servicing the greatest principal balance of the Mortgage Loans as of that time), the Master Servicer servicing the greater principal
balance of the Mortgage Loans as of that time, the other Master Servicer, or the Holders of the Class R Certificates, in
that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the
Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, any Special Servicer, either Master Servicer,
or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans as set forth in the Preliminary Statement (in order to make such determination, the General
Master Servicer may, at any time, request that the NCB Master Servicer commence to periodically inform the General Master Servicer
of the Stated Principal Balance of the NCB Mortgage Loans and, commencing upon such request of the General Master Servicer, the
NCB Master Servicer shall inform the General Master Servicer (which may be through providing the General Master Servicer access
to the NCB Master


 






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Servicer’s
website) of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested
by the General Master Servicer of the NCB Master Servicer) (solely for the purposes of this calculation, if such right is being
exercised after June 2028 and the One Dulles Tower Mortgage Loan, the 181 Fremont Street Mortgage Loan or the Apple Campus 3 Mortgage
Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance
of the pool of Mortgage Loans and from the aggregate Cut-off Date Balance of the Mortgage Loans). This purchase shall terminate
the Trust and retire then-outstanding Certificates. In the event that a Master Servicer or a Special Servicer purchases, or
the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding
sentence, the applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling Class or
the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account
not later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates
is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion
thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Collection Account of the General Master Servicer). In addition, each Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from its Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in its Collection Account
that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made,
the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable Special Servicer, the Holder
of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the
applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling Class or the Holders
of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage Loans as assets
of the Trust and REO Properties remaining in the Trust Fund. If the Holders of the majority of the Controlling Class, the General
Special Servicer, the NCB Special Servicer (if not then NCB), the Fair Oaks Mall Special Servicer, the General Master Servicer
or the NCB Master Servicer (if not then NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer
or the NCB Master Servicer) will have the option, by giving written notice to the other parties hereto no later than 30 days prior
to the anticipated date of purchase, to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the
Trust, and the other party will then have the option to purchase only the remaining Mortgage Loans and each related REO Property.
If the Holders of the majority of the Controlling Class, the General Special Servicer, the NCB Special Servicer, the General Master
Servicer or the NCB Master Servicer makes such an election, then AEGON USA Realty Advisors, LLC (so long as AEGON USA Realty Advisors,
LLC is the Fair Oaks Mall Special Servicer) will have the option, by giving written notice to the other parties hereto no later
than 30 days prior to the anticipated date of purchase, to purchase the Fair Oaks Mall Mortgage Loan and any related REO Property
remaining in the Trust, and the other party will then have the option to purchase only the remaining Mortgage Loans and each related
REO Property.


 



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For
purposes of this Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to
terminate the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicers (in order of priority based on which Special
Servicer is servicing the greatest principal balance of the Mortgage Loans as of that time), then the Master Servicer servicing
the greater principal balance of the Mortgage Loans as of that time, then the other Master Servicer, and then the Holders of the
Class R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent of
the Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets
of the Trust and terminating the Trust.


 


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


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each
case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering
its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in
the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to
the Holders of the Excess Interest Certificates or the RR Interest so presented, any amounts remaining on deposit in the Excess
Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class R Certificates in respect
of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC
Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed
in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a),
4.01(b), 4.01(c), 4.01(e) and Section 4.01(f). Any funds not distributed on such Distribution
Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02       
Additional Termination Requirements. (a) In the event a Master Servicer or a Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of


 






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the
Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall
be terminated in accordance with the following additional requirements, which meet the definition of a “qualified liquidation”
in Section 860F(a)(4) of the Code:


 


(i)             the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final
Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


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


 


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


 


[End
of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each
Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be
made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year
in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests”
and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier
REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests
shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole
class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master Servicers or
the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in
any Trust REMIC other than the foregoing interests. The Certificate Administrator shall prepare or cause to be prepared and timely
produced to the Trustee to sign (and the Trustee shall timely sign) and file or cause to be filed with the Internal Revenue Service,
on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an


 






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application
for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible means. The
Certificate Administrator shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The
Trustee shall be entitled to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided,
however, the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if
permitted by IRS regulations.


 


(b)           The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)           The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05 unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated as the “tax matters person”,
in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, and as
the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent such provision is
applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest
in the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all
of the duties of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)           The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to
be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other
permissible means.


 


(e)           The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone


 






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number
of the “tax matters person” who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)            The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicers nor the
Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust, any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)           In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the
related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or
as advised by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts
as the applicable Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the
applicable Master Servicer shall withdraw from the


 






     -408-


     


    

 


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


 


(h)           The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)            Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)            Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)           Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier
Principal


 






     -409-


     


    

 


Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)            None
of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable,
shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default
or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure
or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III
of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable
Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution
will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to
indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(m)          The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by
acquiring such Certificate, to any such elections.


 


Section 10.02   
Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either
directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this
Article X by virtue of the appointment of any such agents or attorneys.


 


(b)           The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by
or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03   
Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator. (a) The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a
request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to
be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 



     -410-


     


    

 





(b)           The
Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   
Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator
to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator
and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision
or examination by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as
REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)           Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)            Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers and the
Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice
of termination to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible
in accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC
Administrator, in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicers,
the Trustee and the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor
REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have
responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 






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[End
of Article X]


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in
each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and
agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that
includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving
interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, and any Other Securitization
subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and
any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02     Succession;
Subcontractors. (a) As a condition to the succession to either Master Servicer and any Special Servicer or to any Sub-Servicer
(but only if such


 






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Sub-Servicer
is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator
under this Agreement by any Person (i) into which the applicable Master Servicer and the applicable Special Servicer, such
Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to
the applicable Master Servicer and the applicable Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing a Master Servicer and a Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicers, the Special Servicers, the Certificate Administrator and each Other Depositor (and Other Certificate Administrator,
as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or
such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other
Certificate Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor and the Other Depositor, all information relating to such successor reasonably requested by the Depositor, Other
Depositor or Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02 of Form 8-K
pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided,
however that if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement,
the Master Servicers, the Special Servicers, any Additional Servicer or the Certificate Administrator, as the case may be, shall
submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)           Each
of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or
more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that
will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such
Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to
any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause,
and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor
used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were
such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer,
such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing
Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and


 






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deliver
to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required to be
delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its
obligations hereunder.


 


(c)           Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance
of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that
such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for
purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to
the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with
respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after
such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by
the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(d)           In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or
any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to
accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)           Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage
Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the
applicable Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)            Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially


 






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services
or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03   
Filing Obligations. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D,
ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed
by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)           In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 10-D,
ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a
Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act.
In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form
8-K needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A
or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing
of Form 15, a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is
contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this
Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any
amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to
prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE,
Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 



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Section 11.04   
Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in
addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to
the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on
Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any
Servicing Function Participant, with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional
Form 10-D Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item 9:
Other Information” on Exhibit BB shall be reported by the applicable Special Servicer to the applicable Master
Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the
parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account
balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn:
CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the
Certificate Administrator by the applicable Master Servicer in the form of Exhibit MM hereto for inclusion therein
within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related
information has been


 






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received
from the applicable Special Servicer within the time period specified in this Section 11.04) and the Collection Accounts
as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution
Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and
clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable
Servicer) the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator
from the applicable Master Servicer or the applicable Special Servicer, as the case may be, substantially in the form of Exhibit KK
(A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection
Period, (B) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt
or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such
Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. The Certificate
Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides
the Certificate Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
in accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after
receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate


 






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Owners
pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to the reporting
period in which such request was received a Special Notice including the information required to be included pursuant to Section 5.06.


 


(b)           After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor
may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24)
of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors
authorizing such power of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator
shall sign such Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a
previously filed Form 10-D needs to be amended, the Certificate Administrator shall follow the procedures set forth in
Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall make available on
its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, with a copy to:
W. Todd Stillerman, Esq., Assistant General Counsel and Director, Bank of America Corporation, 214 North Tryon Street, 20th Floor,
NC1-027-20-05, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from
its own negligence, bad faith or willful misconduct.


 


(c)            Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional


 






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File
as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact, reconcile,
edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File
or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a
copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File
received by the Certificate Administrator in both XML format and tabular form) concurrently with the related Form 10-D to
the Depositor for review and approval. Any questions shall be directed to ssreports@wellsfargo.com (or such other email
address as is provided; provided, however, that if any such question pertains to information included in any NCB
CREFC® Schedule AL File or NCB Schedule AL Additional File delivered by the NCB Master Servicer to the General
Master Servicer pursuant to Section 3.12(d), the General Master Servicer shall promptly provide a copy of such question
to the NCB Master Servicer (via email at BANK2018BNK12@ncb.com) and consult with the NCB Master Servicer as to any response
thereto. The General Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the
Depositor may pose to such Master Servicer regarding the data or information contained in any CREFC® Schedule AL
File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule
AL Additional File or the Annex A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC®
Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator,
the General Master Servicer, the NCB Master Servicer and the Depositor shall each, to the extent related to such party’s
obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or
any Schedule AL Additional File in a timely manner.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days
prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the
Depositor shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE,
upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot
be filed on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall, pursuant
to Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each
Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate
Administrator) filed by the Certificate Administrator. The signing party at the Depositor can be contacted at One Bryant Park,
New York, New York 10036, Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Assistant General Counsel
and Director, Bank of America Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(c)
related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible parties observing all applicable
deadlines in the performance of their duties under this Section 11.04(c). The Certificate Administrator shall have
no liability for any loss, expense, damage, claim arising out of or with


 






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respect
to any failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s
inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution
or file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)           Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section 11.05   
Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood
that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”), commencing in March 2019, the Certificate Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


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


 


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


 


(B)
          if any such report on assessment of compliance with servicing criteria
described under Section 11.10 identifies any material instance of noncompliance, disclosure identifying such instance
of noncompliance (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates
issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance), or if such report on assessment
of compliance with servicing criteria described under Section 11.10 is not included as


 






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an
exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


(iii)          (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)           if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on
Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate Administrator and approved by the
Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate
Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2019, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as
the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator


 






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in
connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later
than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


(b)           After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer
in charge of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such
time. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission,
the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-K filed
by the Certificate Administrator. The signing party at the Depositor can be contacted at One Bryant Park, New York, New York 10036,
Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Assistant General Counsel and Director, Bank of America
Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to
the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing
Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Upon
written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or any Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has
received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller
or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate Administrator,
the identity of the new party.


 



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(d)            Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the
Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicers,
the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the applicable Master Servicer or the applicable Special Servicer, as the case may be, that is a Servicing Function
Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect
to each other Servicing Function Participant with which either Master Servicer, any Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans,
shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for
the Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying
Person”), on or before March 1st of each year commencing in March 2019, a certification substantially in the form
attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or
Z-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity
for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the
Performance Certification provided by the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not
exclude information that would have been provided by such Servicing Function Participant. In addition, in the event that any Companion
Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties
to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance
Certification or a separate certification in form and substance similar to applicable Performance Certification (which shall address
the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers,
directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, 


 



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Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer
in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered
by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided
pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria
provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms
of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to each affected Certifying Person pursuant to this Section 11.06 with respect
to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as
the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator
and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting
Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer
by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust
for each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to
deliver any certification under this Section 11.06 shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent
it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, absent such reporting, direction and approval.


 






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As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder
should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to
the Depositor for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but
in no event earlier than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable
Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such
signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If
a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate
Administrator will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at One Bryant Park, New York, New York 10036, Attention: Leland
F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Assistant General Counsel and Director, Bank of America Corporation,
214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or
failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 






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The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable
Master Servicer and the applicable Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer
that is an Additional Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with
which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause
such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon,
New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required
to deliver Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage
Loan serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced
PSA that would be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to
this Trust until the Certificate Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, subject to Section 11.15(h),
the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07
shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall
not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage
Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification,
the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the
Certificate Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required
pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations
under this Article XI shall recommence.


 






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Section 11.09   
Annual Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the applicable Special
Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such
party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March
2019, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5
Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or
such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of
such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best
of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged
by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional
Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of
the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH.
Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional
Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage
Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as a Master Servicer,
a Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such


 






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Officer’s
Certificate is required to be delivered. None of the Master Servicers, Special Servicers or Additional Servicer shall be required
to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K
is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event either Master Servicer, any Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each of the applicable Master Servicer and the applicable
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer
that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer
to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under
any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this
Section 11.09 with respect to the period of time that the applicable Master Servicer, the applicable Special Servicer,
the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer
was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year, commencing
in March 2019, the Master Servicers, the Special Servicers (regardless of whether any Special Servicer has commenced special servicing
of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to deliver an assessment of compliance
only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor, the Certificate Administrator
and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with respect to each
Initial Sub-Servicer engaged by a Master Servicer, a Special Servicer, the Trustee, the Operating Advisor, the Custodian,
or the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing
Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the
Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating Advisor), and the 17g-5
Information Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting
Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of
compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing


 






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Criteria
as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria,
a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting
firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use
its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report
shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report
and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the
Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function
Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long
as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)            The Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to
such party and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor
or Certificate Administrator has entered into a servicing relationship.


 


(c)            No later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and any Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each
Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated
Exhibit GG, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria
will


 






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be
addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers,
the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant
to Section 11.10(a), the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the
Operating Advisor, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


 


In
the event the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the applicable Master Servicer and the applicable Special
Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is
an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause
such Additional Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this
Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)            The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)            Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in
March 2019, the Master Servicers, the Special Servicers, the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each
such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicers, Special Servicers, Trustee,
Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to
cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the


 






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American
Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly
post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor,
the 17g-5 Information Provider and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g-5
Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters
from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the
Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material
respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by
the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from either Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee,
the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable
Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub-servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment
of compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in
any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to
be filed with respect to the Trust for the preceding fiscal year.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially


 






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services
or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12   
Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and
against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by such Certification Party arising out of (i) an actual breach by such Master Servicer, such
Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator,
as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful misconduct
on the part of such Master Servicer, such Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor,
the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and
hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance
with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement,
(b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure
by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c),
or (d) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and
Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each
Other Depositor as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence
necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by
the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and
regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer,
the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable
(“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and


 






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(z) prepared
by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected Reporting
Party to prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor under
the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s
filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the
Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however, that if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by a Master Servicer, a Master Servicer shall
receive copies of all material communications pursuant to this Section 11.12. If such election is made, the applicable
Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission or
its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor
or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor
on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to
participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the
Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in
order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission
or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify
the Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall
cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor,
as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its
staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor or any Other Depositor, as the case may be. Each of the Master Servicers, the Special Servicers, the Operating Advisor,
the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged
by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party
to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the


 






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“Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages
or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11
(or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the
annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s
negligence, bad faith or willful misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect
to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations.
This Section 11.12 shall survive the termination of this Agreement or the earlier resignation or removal of either
Master Servicer, any Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required to be
prepared pursuant to Section 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating
Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt,
any amendment to this Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicers, the Special
Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee,
as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered
via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and
Form10K.compliance@cwt.com.


 






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Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect
to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted
transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage
Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required
to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in
order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself
that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b),
(c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage
Loan Seller to provide such other information as may be reasonably necessary to comply with the requirements of Regulation AB.
Each of the Trustee, the Certificate Administrator, each Master Servicer and each Special Servicer understands that such information
may be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate
in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor
and underwriters involved in the offering of the related commercial mortgage pass through certificates harmless for any costs,
liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions
or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement or
omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the applicable Master Servicer (where such
information pertains to the applicable Master Servicer individually and not to any specific aspect of the applicable Master Servicer’s
duties or obligations under this Agreement) or the applicable Special Servicer (where such information pertains to the applicable
Special Servicer individually and not to any specific aspect of the applicable Special Servicer’s duties or obligations
under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required
by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification
agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that
are substantially similar to those delivered with respect to the offering material for this securitization by the applicable Master
Servicer, the applicable Special Servicer, Trustee or Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, for inclusion in the offering materials related
to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such
party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments
to Regulation AB or any changes in the interpretation of Regulation AB


 






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or
changes in factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification
agreement executed by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer
in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification
agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise
set forth above and/or elsewhere in Article XI that the Mortgage Loan Seller (or permitted transferee) shall have
(a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights
hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses
(including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure,
opinion of counsel or indemnification agreement.


 


(b)            Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and each of the applicable
Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function
Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such party
has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator,
master servicer and special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D,
Form ABS-EE, Form 8-K and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30
of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a
Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator and master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to timely comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult
with the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer (and the applicable
Master Servicer shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and
the Trustee, the Certificate Administrator, such Master Servicer and such Special Servicer shall cooperate with such parties in
respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation
AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the
timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(b).


 






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(c)            Each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicers and the Special Servicers shall, and each
of the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such
party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party
is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan
Securitization closed prior to the Closing Date, as reflected on Exhibit S), provide the depositor, trustee or certificate
administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the first year
in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files a
Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required
to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business Days
after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, either Master Servicer or any Special Servicer, as the case may be, complies in all material respects with the
timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(c).


 


(d)            On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and
the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party
has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), provide, with respect to itself, to the depositor, trustee
or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required
pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant
to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of
Regulation AB. Notwithstanding the foregoing, to the extent the applicable Master Servicer or the applicable Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 






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(e)            On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the applicable Master Servicers and the applicable Special
Servicers shall, and the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts
to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent
required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate
administrator under such Regulation AB Companion Loan Securitization (provided that (a) such party has received notice
of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related
Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to
the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan Securitization a servicer compliance
statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)             Each of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall use
commercially reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such
indemnity limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted
transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan
Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s),
trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply
with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements
and certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this
Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates
to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, no later than two Business Days prior to the date on which
the applicable Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 






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(g)            With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor
has notified the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with
respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning
with the first calendar quarter in which such notice from the Other Depositor was received, or the updated financial statements
of such “significant obligor” for any calendar year, beginning for the calendar year in which such notice from the
Other Depositor was received, as applicable, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, the financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the applicable Master Servicer (or
by the applicable Special Servicer and provided to the applicable Master Servicer solely in the case of any related Specially
Serviced Loan or the applicable Special Servicer with respect to any Serviced REO Property and provided by the applicable Special
Servicer to the applicable Master Servicer) in accordance with CREFC® guidelines and (B) if such financial
statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
such financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the related Mortgagor in such financial statements (or as reported by
the related Mortgagor to the applicable Special Servicer and provided by the applicable Special Servicer to the applicable Master
Servicer solely in the case of any related Specially Serviced Loan or as reported by the applicable Special Servicer with respect
to Serviced REO Property and provided by the applicable Special Servicer to the applicable Master Servicer).


 


If
the applicable Master Servicer or the applicable Special Servicer, as the case may be, does not receive such financial information
satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be,
of such “significant obligor” within ten (10) Business Days after the date such financial information is required
to be delivered under the related Mortgage Loan documents, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced
Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related
Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The applicable Master Servicer
(in the case of Non-Specially Serviced Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans)
shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such


 






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Other
Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Mortgagor
under the related Mortgage Loan documents.


 


The
applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect
to Specially Serviced Loans) shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of
written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require
the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor in
accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five (5)
Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with
respect to the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information
to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization; provided, however,
the applicable Special Servicer shall provide such Officer’s Certificate to the applicable Master Servicer and the applicable
Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor related
to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


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


 


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


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicers nor the Special Servicers shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period
applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall
any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior
to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to
deliver any item required under this Article XI by the time required hereunder with respect to any reporting period
for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 






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[End
of Article XI]


 


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01   
Asset Review.


 


(a)            On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to
the reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the
Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or
more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each
Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information
provided to it by the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether
(1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan
and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances
identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which
may be via email) in the form of Exhibit SS within two (2) Business Days to the applicable Master Servicer, the
applicable Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates
deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence
of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote
Election”), then the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
(with a copy to the Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10
to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing
at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within
one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”),
the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters,
the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention Consultation Party and the other Certificateholders
(the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations


 






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Reviewer
shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in
the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or
submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day
period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an
Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an
additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review
Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has
timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in
this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with
administering such vote will be paid as an expense of the Trust from the applicable Collection Account. The Certificate Administrator
shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)           (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below), the applicable
Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans for which it acts as Master
Servicer) and the applicable Special Servicer (with respect to clause (6) below for Specially Serviced Loans) shall
promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic format to the
extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure
Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related
Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)          a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan
that is subject to an Asset Review;


 


(2)          a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 






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(4)          copies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each
Delinquent Loan that is subject to an Asset Review;


 


(5)          a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)          a copy of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage
Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review
and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)          In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it
is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing
document(s), and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly,
but in no event later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer,
deliver to the Asset Representations Reviewer such missing document(s) to the extent in its possession; provided that any
such notification and/or request shall be in writing, specifically identifying the documents being requested and sent to the notice
address for the related party set forth in Section 13.05 of this Agreement. In the event any missing documents are
not provided by the applicable Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10)
Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided
that the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such missing
document only to the extent such document is in the possession of such party but in any event excluding any documents that contain
information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal
communications.


 


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


 






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(iv)           Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to
a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ
(each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and
only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to
modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset
Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of,
or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become
a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent
to the occurrence of such new Asset Review Trigger.


 


(v)            No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall
not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)           The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)          The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six
(56) days after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph.
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test
and such missing documentation is not delivered to the Asset Representations Reviewer by the applicable Master Servicer (with
respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially Serviced Loans) to the
extent in the possession of the applicable Master Servicer or applicable Special Servicer, as applicable, or from the related
Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer to the applicable
Master Servicer, the applicable Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii),
the Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary
results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the
Asset Representations Reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test.
The Asset Representations Reviewer shall provide such preliminary report to the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the


 






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applicable
Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have
ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents
or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed
a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be sent
by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Mortgage Loan.


 


(viii)         The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is
provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the
expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and
deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not
it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset
Review Report”) to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing
Certificateholder and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review
Report (an “Asset Review Report Summary”) to the Trustee, the Special Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty (30)
days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the applicable Enforcing Servicer pursuant
to Section 2.03(k) of this Agreement.


 


(ix)           In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to
Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to
complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent
Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from
any party to this Agreement or otherwise.






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(x)            Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall
determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage
Loan. If the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations
of the applicable Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)            The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)            The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, any Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)            The Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer Upfront
Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer
shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect
of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00033% per annum (the


 






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“Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)            As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to (a) in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, the sum of (i) $15,000,
plus (ii) $1,500 per Mortgaged Property relating to the Subject Loan in excess of one Mortgaged Property per Subject Loan, plus
(iii) $2,000 per Mortgaged Property relating to the Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property
relating to the Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject,
in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All
Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All
Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review,
and (b) in the case of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset Representations
Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent, such
fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the applicable Master
Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay
such amount. Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain
an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies against such Mortgage Loan
Seller to recover any such amounts to the extent paid by the Trust.


 


(c)            Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)            The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted
appointment within 30 days after the 


 






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giving
of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for
the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations
Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by
an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)            An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body:


 


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


 


(ii)            any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


 


(iii)           any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of


 






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thirty (30)
days after the date written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer
by any party to this Agreement;


 


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


 


(v)            the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)           the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application
of any Allocated Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)            Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Allocated Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset


 






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


 


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


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially


 






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reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)            Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:


 


(i)             to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)            to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this
Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein
or to correct any error;


 


(iii)           to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)           to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any


 






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Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion Holder;


 


(v)            to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)           to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25);


 


(vii)          to amend or supplement any provision hereof to the extent necessary to maintain then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Section 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicers, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the


 






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Mortgage
Loans other than any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine
that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)            to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the
avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website;


 


(x)             to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)            to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or
(B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)            This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of
each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that
no such amendment shall:


 






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(i)             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)           adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)           change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)            amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)            Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the applicable Master Servicer, the applicable Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund
or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provision specifically required to be included in this Agreement by an Intercreditor Agreement- related to a Companion Loan
without in each case the consent of the holder of the related Companion Loan(s).


 






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(d)            No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicers, the Special Servicers, the Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)            It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)             The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)            The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and
the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if either
Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Accounts.


 


(h)            The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(i)             To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable
Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in
connection with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this
Agreement.


 


(j)            Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,


 






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so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)            This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and
adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation
in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the applicable
Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)            For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)            The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of
the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


(b)            No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)            No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to


 






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this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c),
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY


 






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THEREOF
BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






     -458-


     


    

 


Section 13.05   
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):


 


In
the case of the Depositor:



Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor, NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


In
the case of the General Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and
a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202


 






     -459-


     


    

 




Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033


 


In
the case of the NCB Master Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with
a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In
the case of the General Special Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 

Fax number: 1-888-706-3565

Email: noticeadmin@midlandls.com


 


with
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In
the case of the NCB Special Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 






     -460-


     


    

 


with
a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In
the case of the Fair Oaks Mall Special Servicer:


 


AEGON
USA Realty Advisors, LLC,

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Greg Dryden, Senior Vice President

Fax number: (319) 355-8030

Email: gdryden@aegonusa.com

Email: specialservicing@aegonusa.com


 


In
the case of the Directing Certificateholder:



Ellington Management Group, LLC 


53
Forest Avenue 


Old
Greenwich, Connecticut 06780 


Attention:
Leo Huang 


Email:
lhuang@ellington.com



with a copy to:



Ellington Management Group, LLC 


53
Forest Avenue 


Old
Greenwich, Connecticut 06780 


Attention:
General Counsel


 


In
the case of the Risk Retention Consultation Party:



Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 






     -461-


     


    

 


with
a copy to:



W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor, NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2018-BNK12


 


with
a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12


 


with
a copy to:







     -462-


     


    

 




cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BANK 2018-BNK12


 


with
a copy to cmbscustody@wellsfargo.com


 


in
the case of a surrender, transfer or exchange other than with respect to the RR Interest:



Wells Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: CTS - Certificate Transfer Services – BANK 2018-BNK12


 


in
the case of the release or transfer of the RR Interest:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BANK 2018-BNK12


 


with
a copy to:


 


riskretentioncustody@wellsfargo.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2018-BNK12 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of the Mortgage Loan Sellers:


 


		1.	Wells Fargo Bank, National Association
 301 South College St.
 Charlotte, North Carolina 28202
 Attention: BANK 2018-BNK12, Commercial Mortgage Pass-Through

                                                                                Certificates, Series 2018-BNK12




 






     -463-


     


    

 


with
a copy to:



Troy Stoddard, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina, 28202


 


and
a copy to:



Jacqueline M. Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com 


 


		2.	Bank
                                         of America, National Association

                                         One Bryant Park

                                         New York, New York 10036

                                         Attention: Director of CMBS Securitizations

                                         Email: leland.f.bunch@baml.com

                                         

                                         with copies to:

                                         

                                         Todd Stillerman

                                         Assistant General Counsel & Director

                                         Bank of America Merrill Lynch Legal Department

                                         214 North Tryon Street, 18th Floor

                                         NC1-027-20-05

                                         Charlotte, North Carolina 28255

                                         Email: william.stillerman@bankofamerica.com

                                         

                                         and

                                         

                                         Cadwalader, Wickersham & Taft LLP

                                         227 West Trade Street, 24th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: Henry A. LaBrun, Esq.

                                         Facsimile: (704) 348-5200

                                         




 






     -464-


     


    

  


		3.	Morgan
                                         Stanley Mortgage Capital Holdings LLC

                                         1585 Broadway

                                         New York, New York 10036

                                         Attention: Jane Lam

                                         

                                         with copies to:

                                         

                                         Morgan Stanley Mortgage Capital Holdings LLC

                                         1221 Avenue of the Americas

                                         New York, New York 10020

                                         Attention: Legal Compliance Division

                                         

                                         and

                                         

                                         cmbs_notices@morganstanley.com



 


		4.	National
                                         Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

                                         Arlington, Virginia 22202

                                         Attention: Kathleen Luzik, Chief Operating Officer

                                         Facsimile number (703) 647-3473

                                         Email: kluzik@ncb.coop

                                         

                                         with a copy to:

                                         

                                         National Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

                                         Arlington, Virginia 22202

                                         Attention: Matthew Wehland, Senior Vice President

                                         Facsimile number (703) 647-3479

                                         Email: mwehland@ncb.coop



 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Loan Holder:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 






     -465-


     


    

 


(b)            Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer, as
the case may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may
be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable
effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance
with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall
not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices
or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the
rating by the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale
and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor
intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.
The Depositor also intends and agrees that, in such event, (i) the Depositor


 






     -466-


     


    

 


shall
be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire
right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property
and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor
shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State
of Delaware promptly following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense
of the Depositor (to the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the
six-month period prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall
cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing of such continuation statements.
This Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the
requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit
of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents),
each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with
respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended third-party
beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without limitation,
any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)            Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)            Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Depositor, Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall
be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the
applicable Non-Serviced Intercreditor Agreement.


 


(d)            Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.


 


Section 13.10   
Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide notice
to the 17g-5 Information Provider for


 






     -467-


     


    

 


posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information
provider for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect
to each of the following of which it has actual knowledge:


 


(i)             any material change or amendment to this Agreement;


 


(ii)            the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)           the resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer or
any Special Servicer; and


 


(iv)           the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)            The Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)             the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)            any change in the location of the Collection Accounts;


 


(iii)           any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)           any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)            any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5%
of then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)           any material damage to any Mortgaged Property;


 


(vii)          any assumption with respect to a Mortgage Loan; and


 


(viii)         any release or substitution of any Mortgaged Property.


 


(c)            The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)            The Trustee, the Certificate Administrator, either Master Servicer and any Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating


 






     -468-


     


    

 


Agency
(and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan)
with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall
reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special Servicers, can reasonably
provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information or
violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, either Master
Servicer and any Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party
to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with
the delivery by either Master Servicer or any Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall
notify such Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable
Master Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to send such information,
report, notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was
previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York
City time) on any Business Day, to the 17g-5 Information Provider.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






     -469-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 



	 	 	BANC
                                         OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,

                                         Depositor
	 	 	 
	 	By:	/s/ Leland F. Bunch, III
	 	 	Name: Leland F. Bunch, III
	 	 	Title:   Chief Executive Officer  & President



 



	 		WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         General Master Servicer
	 	 	 
	 	By: 	/s/ Amanda Perkins
	 	 	Name: Amanda Perkins
	 	 	Title:   Vice President



 



	 		NATIONAL
                                         COOPERATIVE BANK, N.A.,

                                         NCB Master Servicer
	 	 	 
	 	By: 	/s/
                                                                                                                                                                                                   Karyn Mann
	 	 	Name: Karyn Mann
	 	 	Title:   Senior Vice President



 



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

                                         General Special Servicer
	 	 	 
	 	By: 	/s/ David D. Spotts
	 	 	Name: David D. Spotts
	 	 	Title:   Senior Vice President



 


BANK
2018-BNK12 – Pooling and Servicing Agreement


 



     


     


    

 





	 		NATIONAL
                                         COOPERATIVE BANK, N.A.,

                                         NCB Special Servicer
	 	 	 
	 	By: 	/s/
                                                                                                                                                                                                   Karyn Mann
	 	 	Name: Karyn Mann
	 	 	Title:   Senior Vice President


 



	 		AEGON
                                         USA REALTY ADVISORS, LLC,

                                         Fair Oaks Mall Special Servicer
	 	 	 
	 	By: 	/s/
                                                                                                                                                                                                   Greg Dryden
	 	 	Name: Greg Dryden
	 	 	Title:   Vice President


 


	 		WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         Not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By: 	/s/ Anna M. Lopez
	 	 	Name: Anna M. Lopez
	 	 	Title:   Vice President



 



	 		WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION,

                                         not in its individual capacity, but solely as Trustee
	 	 	 
	 	By: 	/s/ Drew Davis
	 	 	Name: Drew Davis
	 	 	Title:   Vice President






 


BANK
2018-BNK12 – Pooling and Servicing Agreement


 








     


     


    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC

    Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC

    Its Sole Member
	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna Jr.
	 	 	 	 	Name: Robert J. Spinna Jr.
	 	 	 	 	Title: Managing Member


 





	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC

    Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC

    Its Sole Member
	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna Jr.
	 	 	 	 	Name: Robert J. Spinna Jr.
	 	 	 	 	Title: Managing Member


 


BANK
2018-BNK12 – Pooling and Servicing Agreement


 




     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 





 


On
the 24 day of May, 2018, before me, a notary public in and for said State, personally appeared Leland F. Bunch, III, known to
me to be the Chief Executive Officer & President of Banc of America Merrill Lynch Commercial Mortgage Inc., that executed
the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged
to me that such MD executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Nicholas
    Palma
	 	Notary Public



 

	[SEAL]	 	NICHOLAS
    PALMA
	 	 	Notary Public - State
    of New York
	My commission expires:	 	 No. 01PA6188841
	 	 	Qualified in Nassau
    County 

    My Commission Expires June 16, 2020



 


 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 




     


     


    

 





	STATE OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 





 


On
the 23 day of May, 2018, before me, a notary public in and for said State, personally appeared Amanda Perkins known to me
to be a Vice President of Wells Fargo Bank, National Association, and also known to me to be the person who executed it
on behalf of such entity, and acknowledged to me that such national banking association executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/
    Erica L Smith
	 	Notary Public



 

	[SEAL]	 	ERICA L SMITH
	My commission expires:	 	NOTARY PUBLIC
		 	MECKLENBURG
    COUNTY, NC 
	 	 	My Commission Expires 07-20-2022



 


 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 



     


     


    

 





	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 





 


On
the 22nd day of May, 2018, before me, a notary public in and for said State, personally appeared David D. Spotts known to me
to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, that executed
the within instrument, and also known to me to be the person who executed it on behalf of such limited liability company,
and acknowledged to me that such entity executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Brent Kinder
	 	Notary Public



 

		 BRENT KINDER
	 	NOTARY
    PUBLIC - State of Kansas
		 My Appt. Exp.
    January 30, 2022



 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 



     


     


    

 





	STATE OF VIRGINIA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON	)	 





 


On
the 23 day of May, 2018, before me, a notary public in and for said State, personally appeared karyn Mann known to me to be
a Senior Vice President of National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such Senior Vice President executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	Christiane Weber Hirt	 	/s/
    Christiane Weber Hirt
	NOTARY PUBLIC	 	Notary Public
	Commonwealth of Virginia	 	 
	Reg. #7095550 	 	 
	Commission Exp. 3/31/2019	 	 



 

	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 


 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 



     


     


    

 


	STATE OF VIRGINIA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON	)	 








 


On
the 23 day of May, 2018, before me, a notary public in and for said State, personally appeared karyn Mann known to me to be
a Senior Vice President of National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such Senior Vice President executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	Christiane Weber Hirt	 	/s/
    Christiane Weber Hirt
	NOTARY PUBLIC	 	Notary Public
	Commonwealth of Virginia	 	 
	Reg. #7095550 	 	 
	Commission Exp. 3/31/2019	 	 




 


	[SEAL]	 
	 	 
	My commission expires:	 
	 	 




 


 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 


     


     


    

 



	STATE OF IOWA	)	 
	 	)	ss.:
	COUNTY OF LINN	)	 





 


On
the 23rd day of May, 2018, before me, a notary public in and for said State, personally appeared Greg Dryden known to me to
be a Vice President of AEGON USA Realty Advisors, LLC, a limited liability company, and also known to me to be the person who
executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	REBECCA JOHNSON	 	/s/
    Rebecca Johnson
	 Commission Number 782312	 	Notary Public
	My Commission Expires	 	 
	01.23.2020	 	 



 

	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	01.23.2020	 



 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 


     


     


    

 





	STATE OF: Maryland	)	 
	 	)	ss:
	COUNTY OF: Howard	)	 





 


On
this 24th day of May, 2018, before me, the undersigned, a Notary Public in and for the State of Maryland, duly commissioned
and sworn, personally appeared Anna M. Lopez, to me known who, by me duly sworn, that s/he is the Vice President of Wells
Fargo Bank, N.A., the entity described in and that executed the foregoing instrument; and that s/he signed her/his name
thereto under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	/s/
    Andrew Crews
	 	NOTARY PUBLIC in and
    for the 

State of Maryland



 

	 	ANDREW CREWS
	 	NOTARY PUBLIC
	 	CECIL COUNTY, MD
	 	 MY COMMISSION EXPIRES OCTOBER 27,
    2021



 


BANK
2018-BNK 12: POOLING AND SERVICING AGREEMENT


 



     


     


    

 








	STATE OF DELAWARE 	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 





 


On
the 23rd day of May, 2018 before me, notary public in and for said State, personally appeared Drew Davis, known
to me to be a Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known to me to
be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	RONALD BRULOTTE	 	/s/
    Ronald Brulotte
	NOTARY PUBLIC	 	Notary Public
	STATE OF DELAWARE	 	 
	MY COMMISSION EXPIRES 06-19-2019	 	 



 

	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	06-19-2019	 



 


 


BANK
2018-BNK12 – Notary Pages to Pooling and Servicing Agreement


 



     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 





 


On
this 23rd day of May 2018, before me, the undersigned, a Notary Public in and for the State of New York
duly commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose
and acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 


	 	 /s/
    Niaja Williams Mowatt
	 	NOTARY PUBLIC
    in and for the

State of New York



 

	[SEAL]	 
	 	 
	My commission expires: 	3/31/20	 
	 	 Date	 
	 	 	 
	NIAJA WILLIAMS MOWATT

Notary Public - state of New York

No. 01W16184241

Qualified in Suffolk County

My Commission Expires 3/31/20	 



 


 


BANK
2018-BNK12- Pooling and Servicing Agreement


 


     


     


    


 


EXHIBIT A-1



FORM OF CLASS [__]CERTIFICATE


 


BANK
2018-BNK12


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-BNK12, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CLASSES X-D, X-E, X-F, X-G, D, E, F AND G): THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF
REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS


 





 






		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 






     A-1-1


     


    

 


SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


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


 


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


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CLASSES X-D, X-E, X-F, X-G, D, E, F AND G): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND
WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO
AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR CLASS X-E, CLASS X-F, CLASS X-G,
CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO
ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 





 






		3	Book-Entry Certificate legend.



 






     A-1-2


     


    

 


FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT
OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET
WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


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


 


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


 


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


 






     A-1-3


     


    

 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-SB, CLASS A-3 AND CLASS A-4 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S
AND CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS G CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-E][X-F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO ONE


 






     A-1-4


     


    

 


OR MORE CLASSES OF CERTIFICATES
OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-1-5


     


    

 


	
        PASS-THROUGH
        RATE: [[____]% per annum] [FOR CLASS [X-A, X-B, X-D]]: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[ ]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT:

        AS OF MAY 1, 2018

         

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

         

        CLOSING
        DATE: MAY 30, 2018

         

        FIRST
DISTRIBUTION DATE: JUNE 15, 2018

         

        APPROXIMATE
AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 

AS OF THE CLOSING DATE: $[_________]

         
	
        GENERAL
MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER:

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        FAIR OAKS MALL SPECIAL SERVICER: AEGON USA
        REALTY ADVISORS, LLC

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PARK BRIDGE
        LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:

        PARK BRIDGE
        LENDER SERVICES LLC

         

        CUSIP NO.:
        [         ]

         

        ISIN NO.:
        [         ]

         

        COMMON CODE
        NO.: [          ]

         

        CERTIFICATE
        NO.: [_] - ______

         




 






     A-1-6


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2018
(the “Pooling and Servicing Agreement”), among BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the
Fair Oaks Mall Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A
summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES:
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections


 






     A-1-7


     


    

 


860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).]
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-SB, A-3, A-4, A-S, B, C, D, E, F AND G): principal and] interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
[FOR CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, X-A AND X-B CERTIFICATES: Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount]
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F AND G): Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than


 






     A-1-8


     


    

 


distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B AND C: 10,000][FOR


 






     A-1-9


     


    

 


CLASS D, E, F AND G CERTIFICATES:
100,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of
such Class.


 


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


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust


 






     A-1-10


     


    

 


REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest)
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan not consenting
to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and


 






     A-1-11


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such


 






     A-1-12


     


    

 


amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to a Master Servicer, a Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC


 






     A-1-13


     


    

 


or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicers (in order of priority based on which Special Servicer is servicing the greatest
principal balance of the Mortgage Loans as of that time), the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, any Special Servicer, either
Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this
calculation, if such right is being exercised after June 2028 and the One Dulles Tower Mortgage Loan, the 181 Fremont Street Mortgage
Loan or the Apple Campus 3 Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Cut-off Date Balance of the Mortgage Loans).


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


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


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit


 






     A-1-14


     


    

 


under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-1-15


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-1-16


     


    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-1-17


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-1-18


     


    

 







EXHIBIT A-2



FORM OF CLASS R CERTIFICATE


 


BANK
2018-BNK12


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-BNK12, CLASS R


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY
ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A.


 


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


 


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


 






    A-2-1 


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)


 



    A-2-2 


     


    

 


IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.


 




    A-2-3 


     


    

 


	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT:

        AS OF MAY 1, 2018

         

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

         

        CLOSING
        DATE: MAY 30, 2018

         

        FIRST
DISTRIBUTION DATE: JUNE 15, 2018

         

        CLASS R
        PERCENTAGE INTEREST: [100%]

         
	
        GENERAL
MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER:

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        FAIR OAKS MALL SPECIAL SERVICER: AEGON USA
        REALTY ADVISORS, LLC

         

        TRUSTEE: 

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PARK BRIDGE
        LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:

        PARK BRIDGE
        LENDER SERVICES LLC

         

        CUSIP NO.:
        [            ]

         

        ISIN NO.:
        [            ]

         

        CERTIFICATE
NO.: R-____




 



    A-2-4 


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), among
BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special
Servicer, the NCB Master Servicer, the NCB Special Servicer, the Fair Oaks Mall Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the BANK 2018-BNK12,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 and are issued in the classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate,


 



    A-2-5 


     


    

 


by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates
shall be the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
301.6237(a)(7)-1 and the “partnership representative” within the meaning of Section 6223 of the Code (to the extent
such provision is applicable to such Trust REMIC) for each Trust REMIC, and the Certificate Administrator is hereby irrevocably
designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person” and/or
“partnership representative” for each Trust REMIC.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and
to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the
Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 






    A-2-6 


     


    

 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee
Affidavit by a proposed


 



    A-2-7 


     


    

 


Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no
Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding
or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that,
among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


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


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






    A-2-8 


     


    

 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


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


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)     to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of


 



    A-2-9 


     


    

 


its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)     to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)     to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 






    A-2-10 


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)     change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 






    A-2-11 


     


    

 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicers (in order of priority based on which Special Servicer is servicing the greatest
principal balance of the Mortgage Loans as of that time), the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, any Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this
calculation, if such right is being exercised after June 2028 and the One Dulles Tower Mortgage Loan, the 181 Fremont Street Mortgage
Loan or the Apple Campus 3 Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Cut-off Date Balance of the Mortgage Loans).


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to


 



    A-2-12 


     


    

 


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


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-13 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: May 30, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 




    A-2-14 


     


    



  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-15 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-16 


     


    



 


EXHIBIT A-3



FORM OF CLASS V CERTIFICATE


 


BANK
2018-BNK12


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-BNK12, CLASS V


 


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


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A


 



    A-3-1 


     


    

 


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


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


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


 




    A-3-2 


     


    

 


	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT:

        AS OF MAY 1, 2018

         

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

         

        CLOSING
        DATE: MAY 30, 2018

         

        FIRST
DISTRIBUTION DATE: JUNE 15, 2018

         

        CLASS V
        PERCENTAGE INTEREST: [100%]

         
	
        GENERAL
MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER:

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        FAIR OAKS MALL SPECIAL SERVICER: AEGON USA
        REALTY ADVISORS, LLC

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PARK BRIDGE
        LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:

        PARK BRIDGE
        LENDER SERVICES LLC

         

        CUSIP NO.:
        [           ]

         

        ISIN NO.:
        [           ]

         

        COMMON CODE
        NO.: [           ]

         

        CERTIFICATE
NO.: V-____




 



    A-3-3 


     


    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), among
BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special
Servicer, the NCB Master Servicer, the NCB Special Servicer, the Fair Oaks Mall Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the BANK 2018-BNK12,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 and are issued in the classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account.


 



    A-3-4 


     


    

 


Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, the portion of Excess Interest actually collected on the Mortgage Loans allocated to
such Certificate, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering


 



    A-3-5 


     


    

 


Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


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


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 






    A-3-6 


     


    

 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


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


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)    to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating


 



    A-3-7 


     


    

 


Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)  to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)     to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to


 



    A-3-8 


     


    

 


Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)     to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)    adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)    change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage


 



    A-3-9 


     


    

 


Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)     amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicers (in order of priority based on which Special Servicer is servicing the greatest
principal balance of the Mortgage Loans as of that time), the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, any Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this
calculation, if such right is being exercised after June 2028 and the One Dulles Tower Mortgage Loan, the 181 Fremont Street Mortgage
Loan or the Apple Campus 3 Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Cut-off Date Balance of the Mortgage Loans).


 






    A-3-10 


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


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


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-11 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
    Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: May 30, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 




    A-3-12 


     


    



  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-13 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-3-14 


     


    


 


EXHIBIT A-4


 


FORM OF RR INTEREST


 


RR INTEREST


 


BANK 2018-BNK12


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-BNK12, RR INTEREST


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY,
THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR


 





 






4
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


5
       Book-Entry Certificate legend.



 






     A-4-1


     


    

 


THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


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


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY


 






     A-4-2


     


    

 


SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS (I) A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II) AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF
A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


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


 






     A-4-3


     


    

 


	
        PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[ ]

         

        DATE OF POOLING AND SERVICING AGREEMENT:

        AS
        OF MAY 1, 2018

         

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

         

        CLOSING DATE: MAY 30, 2018

         

        FIRST DISTRIBUTION DATE: JUNE 15,
        2018

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[_________]

         
	
        GENERAL
MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER:

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        FAIR OAKS MALL SPECIAL SERVICER: AEGON USA
        REALTY ADVISORS, LLC

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PARK BRIDGE
        LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:

        PARK BRIDGE
        LENDER SERVICES LLC

         

        CUSIP NO.: [_____]

         

        CERTIFICATE NO.: RR-[_]

         




 






     A-4-4


     


    

 


RR INTEREST


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the REO Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [WELLS FARGO BANK,
NATIONAL ASSOCIATION][BANK OF AMERICA, NATIONAL ASSOCIATION][MORGAN STANLEY BANK, N.A.]] is the registered owner of the interest
evidenced by this Certificate in the RR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated
as of May 1, 2018 (the “Pooling and Servicing Agreement”), among BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE
INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer,
the Fair Oaks Mall Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK 2018-BNK12, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK12 and are issued in the classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 






     A-4-5


     


    

 


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


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Aggregate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Retained Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses allocated to the RR Interest
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the
Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including


 






     A-4-6


     


    

 


reimbursement of certain expenses incurred with respect to the servicing
of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Retained Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Risk Retention Consultation Party and (ii) a
certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


The RR Interest will
be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of $0.01 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance
of such Class.


 






     A-4-7


     


    

 


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


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the


 






     A-4-8


     


    

 


imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR
Interest) or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Pari Passu Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt,
any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not


 






     A-4-9


     


    

 


adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 






     A-4-10


     


    

 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicers (in order of priority based on which Special Servicer is servicing the greater
principal balance of the Mortgage Loans as of that time), the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R


 






     A-4-11


     


    

 


Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, any Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this
calculation, if such right is being exercised after June 2028 and the One Dulles Tower Mortgage Loan, the 181 Fremont Street Mortgage
Loan or the Apple Campus 3 Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Cut-off Date Balance of the Mortgage Loans).


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest), the Sole Certificateholder shall have the right,
with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


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


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED


 






     A-4-12


     


    

 


BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-4-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May
                                         30, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS PART OF THE
RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-4-14


     


    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-4-15


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-4-16


     


    

 



EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 






     B-1


     


    

 





	BANK
    2018-BNK12	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	Cut-off
    Date

    Balance	Address 	City 	State 	Note
    Date
	1.00	WFB	CoolSprings
    Galleria	$90,000,000	1800,
    1910, 1914 and 1916 Galleria Boulevard	Franklin	TN	4/30/2018
	2.00	WFB	One
    Dulles Tower	$89,000,000	13200
    Woodland Park Road	Herndon	VA	2/28/2018
	3.00	BANA	Fair
    Oaks Mall	$80,000,000	11750
    Fair Oaks Mall	Fairfax	VA	4/27/2018
	4.00	MSMCH	Rittenhouse
    Hill	$63,000,000	633
    West Rittenhouse Street	Philadelphia	PA	4/26/2018
	5.00	WFB	181
    Fremont Street	$58,000,000	181
    Fremont Street	San
    Francisco	CA	3/29/2018
	6.00	BANA	Extra
    Space - TIAA Self Storage Portfolio	$58,000,000	 	 	 	2/2/2018
	6.01	BANA	Extra
    Space Washington	$7,811,258	1420
    U Street Northwest	Washington	DC	 
	6.02	BANA	Extra
    Space San Jose	$3,787,729	895
    Thornton Way	San
    Jose	CA	 
	6.03	BANA	Extra
    Space San Diego	$3,730,742	8038
    Arjons Drive	San
    Diego	CA	 
	6.04	BANA	Extra
    Space Panorama City	$3,287,511	8540
    Cedros Avenue	Panorama
    City	CA	 
	6.05	BANA	Extra
    Space Norwalk	$3,263,450	10950
    Firestone Boulevard	Norwalk	CA	 
	6.06	BANA	Extra
    Space Miami East	$3,071,214	13800
    Southwest 84th Street	Miami	FL	 
	6.07	BANA	Extra
    Space Miami West	$3,065,895	20625
    Northeast 16th Avenue	Miami	FL	 
	6.08	BANA	Extra
    Space Palo Alto	$2,751,074	999
    East Bayshore Road	East
    Palo Alto	CA	 
	6.09	BANA	Extra
    Space Covina	$2,694,594	318
    North Vincent Avenue	Covina	CA	 
	6.10	BANA	Extra
    Space Gaithersburg	$2,453,476	18920
    Earhart Court	Gaithersburg	MD	 
	6.11	BANA	Extra
    Space Philadelphia	$2,357,991	1553
    Grant Avenue	Philadelphia	PA	 
	6.12	BANA	Extra
    Space Westminster	$2,317,467	6942
    Garden Grove Boulevard	Westminster	CA	 
	6.13	BANA	Extra
    Space Newark	$2,075,083	121
    Ruthar Drive	Newark	DE	 
	6.14	BANA	Extra
    Space Essex	$1,885,380	6100
    Rossville Boulevard	Essex	MD	 
	6.15	BANA	Extra
    Space New Bedford	$1,827,380	3131
    Acushnet Avenue	New
    Bedford	MA	 
	6.16	BANA	Extra
    Space Birmingham	$1,822,314	2135
    Columbiana Road	Birmingham	AL	 
	6.17	BANA	Extra
    Space Haverhill	$1,746,332	50
    Ferry Road	Haverhill	MA	 
	6.18	BANA	Extra
    Space Shrewsbury	$1,641,983	53
    Clinton Street	Shrewsbury	MA	 
	6.19	BANA	Extra
    Space Dallas	$1,352,489	1931
    Fort Worth Avenue	Dallas	TX	 
	6.20	BANA	Extra
    Space Enfield	$1,243,834	163
    South Road	Enfield	CT	 
	6.21	BANA	Extra
    Space San Diego Miramar	$1,220,533	8192
    Miramar Road	San
    Diego	CA	 
	6.22	BANA	Extra
    Space Shawnee	$904,192	12977
    West 63rd Street	Shawnee	KS	 
	6.23	BANA	Extra
    Space Overland Park	$904,192	7880
    Mastin Drive	Overland
    Park	KS	 
	6.24	BANA	Extra
    Space Tucson	$783,886	8100
    East 22nd Street	Tucson	AZ	 
	7.00	BANA	The
    Gateway	$55,000,000	550/560
    Battery Street, 440 Davis Court/100 Washington Street, 155 Jackson Street, 405 Davis Court, 200 Washington Street, 99 Jackson
    Street, 1-9 Boston Ship Plaza, 10-13 & 25-38 Hinckley Walk, 14-24 Whaleship Plaza and 39-58 Ironship Plaza 	San
    Francisco	CA	3/16/2018
	8.00	WFB	Northwest
    Hotel Portfolio	$32,938,067	 	 	 	3/22/2018
	8.01	WFB	Hilton
    Garden Inn Bend	$5,771,281	425
    Southwest Bluff Drive	Bend	OR	 
	8.02	WFB	Hampton
    Inn & Suites Bend	$5,733,312	730
    Southwest Columbia Street	Bend	OR	 
	8.03	WFB	Hilton
    Garden Inn Salt Lake City Downtown	$5,543,467	250
    West 600 South	Salt
    Lake City	UT	 
	8.04	WFB	Hampton
    Inn & Suites Coeur d'Alene	$5,505,498	1500
    West Riverstone Drive	Coeur
    D'Alene	ID	 
	8.05	WFB	Hampton
    Inn & Suites Boise Spectrum	$5,258,700	7499
    West Overland Road	Boise	ID	 
	8.06	WFB	La
    Quinta Inns & Suites Coeur d'Alene	$2,657,827	333
    West Ironwood Avenue	Coeur
    D'Alene	ID	 
	8.07	WFB	La
    Quinta Inns & Suites Twin Falls	$2,467,982	539
    Pole Line Road	Twin
    Falls	ID	 
	9.00	MSMCH	Centerville
    Marketplace	$19,790,000	500
    & 520 North Marketplace Drive	Centerville	UT	4/6/2018
	10.00	BANA	North
    Bay Portfolio	$19,000,000	 	 	 	3/8/2018
	10.01	BANA	Petaluma
    Business Center	$7,643,931	1031,
    1035, 1039, 1125-1137 North McDowell Boulevard	Petaluma	CA	 
	10.02	BANA	South
    Petaluma Business Center	$6,457,803	1800
    and 2000 South McDowell Boulevard	Petaluma	CA	 
	10.03	BANA	Lakeville
    Business Center	$4,898,266	1600-1622,
    1670, 1690-1740, & 1758-1774 Corporate Circle	Petaluma	CA	 
	11.00	BANA	Pico
    Rivera Marketplace	$18,900,000	8913,
    8921, 8937, 8941 and 8961 Washington Boulevard	Pico
    Rivera	CA	4/26/2018
	12.00	WFB	Apple
    Campus 3	$17,000,000	222
    North Wolfe Road	Sunnyvale	CA	12/14/2017
	13.00	NCB	Rex
    Ridge Apartment Corporation	$17,000,000	23
    Fieldstone Drive	Hartsdale	NY	4/24/2018
	14.00	MSMCH	Hampton
    & Homewood Memphis	$16,262,053	 	 	 	2/22/2018
	14.01	MSMCH	Homewood
    Suites Memphis Southwind	$8,570,002	3583
    Hacks Cross Road	Memphis	TN	 
	14.02	MSMCH	Hampton
    Inn Memphis Southwind	$7,692,051	3579
    Hacks Cross Road	Memphis	TN	 
	15.00	NCB	444
    East 86th Owners Corp.	$15,700,000	444
    East 86th Street	New
    York	NY	4/2/2018
	16.00	NCB	17-85
    215th Street Owners', Inc. (A/K/A 17-85 215th Street Owners' Inc.)	$13,750,000	17-85
    215th Street	Bayside	NY	4/27/2018
	17.00	BANA	Value
    Store It - Pompano Beach	$12,500,000	500
    South Andrews Avenue	Pompano
    Beach	FL	3/29/2018
	 	 	 	 	 	 	 	 



 






     


     


    

 


	BANK
    2018-BNK12	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	Cut-off
    Date

    Balance	Address 	City 	State 	Note
    Date
	18.00	WFB	Hampton
    Inn & Suites - Woodinville	$11,000,000	19211
    and 19255 Woodinville Snohomish Road NE	Woodinville	WA	4/16/2018
	19.00	BANA	6th
    & Sable Retail	$10,000,000	401,
    411 and 501 Sable Boulevard	Aurora	CO	4/9/2018
	20.00	BANA	Doubletree
    Kenosha	$10,000,000	11800
    108th Street	Pleasant
    Prairie	WI	4/5/2018
	21.00	MSMCH	Valley
    Medical Center	$10,000,000	205
    Hirst Road	Purcellville	VA	4/30/2018
	22.00	MSMCH	Sherman
    Square	$9,650,000	7203-7219
    North Van Nuys Boulevard / 14503-14523 Sherman Way	Van
    Nuys	CA	3/23/2018
	23.00	MSMCH	Holiday
    Inn Express at the Stadiums	$9,240,000	1701
    Russell Street	Baltimore	MD	5/1/2018
	24.00	BANA	Courtyard
    Marriott - El Paso	$8,700,000	12065
    Gateway West Boulevard	El
    Paso	TX	3/22/2018
	25.00	WFB	Safeway
    - Everett	$7,750,000	4128
    Rucker Avenue	Everett	WA	3/28/2018
	26.00	MSMCH	Old
    Kings Commons	$7,675,000	7
    and 9 Old Kings Road North	Palm
    Coast	FL	4/6/2018
	27.00	MSMCH	Holiday
    Inn Express Newport News	$6,991,933	941
    J. Clyde Morris Boulevard	Newport
    News	VA	3/29/2018
	28.00	NCB	Carlshire
    Tenants, Inc.	$6,500,000	1-3
    Washington Square	Larchmont	NY	4/24/2018
	29.00	NCB	Hudson
    Courts Owners, Inc.	$6,491,549	679-709
    Warburton Avenue	Yonkers	NY	3/29/2018
	30.00	NCB	229
    East 79 Limited	$6,100,000	229
    East 79th Street	New
    York	NY	3/28/2018
	31.00	MSMCH	Safeway
    Fraser	$6,042,000	40
    County Road 804	Fraser	CO	4/6/2018
	32.00	WFB	SPS-Sacramento
    IV	$5,825,000	7301
    Franklin Boulevard	Sacramento	CA	4/24/2018
	33.00	NCB	3755
    Owners Ltd.	$5,692,161	3755
    Henry Hudson Parkway	Bronx	NY	3/27/2018
	34.00	MSMCH	Safeway
    Duvall	$5,614,000	14020
    Main Street Northeast	Duvall	WA	4/13/2018
	35.00	MSMCH	Walgreens
    Concord	$5,400,000	142
    Loudon Road	Concord	NH	4/26/2018
	36.00	MSMCH	Villa
    Marina	$5,100,000	300
    & 320 Ferry Road, 300 Harborside Drive	Galveston	TX	4/27/2018
	37.00	WFB	Bell
    Park Plaza	$5,039,827	17037
    North 43rd Avenue; 4232 and 4236 West Bell Road	Phoenix	AZ	2/28/2018
	38.00	WFB	The
    Center on Calloway	$4,794,401	1098-1120
    Calloway Drive	Bakersfield	CA	3/13/2018
	39.00	MSMCH	Oaks
    on Henry	$4,500,000	301
    West Henry Street	Punta
    Gorda	FL	4/27/2018
	40.00	MSMCH	Weller
    Building	$4,491,676	1225
    S Weller Street	Seattle	WA	3/29/2018
	41.00	NCB	Stonegate
    X Apartment Owners Corp. a/k/a Stonegate X Apartment Owner's Corp.	$4,350,000	30-220
    Parkside Drive	Suffern	NY	4/17/2018
	42.00	WFB	The
    Summit Apartments	$4,267,626	2800-2814
    De Mel Avenue	Louisville	KY	3/15/2018
	43.00	MSMCH	Fedex
    Ground - Emporia	$4,205,000	180
    Daniel A. Belmonte Dr	Emporia	VA	4/13/2018
	44.00	MSMCH	Walgreens
    Bloomington	$4,140,000	909
    South Main Street	Bloomington	IL	4/30/2018
	45.00	NCB	Fairfield
    Greens Owners, Inc.	$3,946,854	742,
    744 746 & 748 Deer Park Avenue and 33, 55 & 41-49 Mildred Place	North
    Babylon	NY	3/30/2018
	46.00	MSMCH	AFGlobal	$3,705,000	13302
    and 13312 East Hardy Road	Houston	TX	4/19/2018
	47.00	WFB	196
    & 204 Grove Avenue	$3,375,000	196
    & 204 Grove Avenue	Township
    of West Deptford	NJ	4/27/2018
	48.00	NCB	Greystone
    in Westchester Cooperative #1 Inc.	$3,100,000	830
    North Broadway a/k/a 12 Dehaven Drive	Yonkers	NY	5/1/2018
	49.00	NCB	6200
    Riverdale Avenue Corp.	$3,000,000	6200
    Riverdale Avenue	Bronx	NY	4/30/2018
	50.00	BANA	Mariner's
    Cove MHP	$2,896,589	5796
    Ulmerton Road	Clearwater	FL	3/27/2018
	51.00	NCB	180
    South Middle Neck Road Corp.	$2,796,108	180
    South Middle Neck Road	Great
    Neck	NY	3/30/2018
	52.00	NCB	3215
    Arlington Avenue Owners Corp.	$2,496,512	3215
    Arlington Avenue	Bronx	NY	3/22/2018
	53.00	BANA	111
    Veterans	$2,300,000	111
    Veterans Memorial Boulevard	Metairie	LA	4/25/2018
	54.00	NCB	Top
    of the Lofts, Inc.	$2,300,000	129-131
    West 22nd Street	New
    York	NY	4/2/2018
	55.00	NCB	208-216
    East 82nd St. Owners Corp.	$2,300,000	208-216
    East 82nd Street	New
    York	NY	4/13/2018
	56.00	NCB	Braddock
    Avenue Owners, Inc.	$2,298,209	222-89
    Braddock Avenue	Bellrose	NY	3/28/2018
	57.00	BANA	Las
    Casitas MHC	$1,970,000	33848
    Avenue G	Yucaipa	CA	3/29/2018
	58.00	NCB	Hillpark
    Plaza Inc.	$1,717,617	15
    Hillpark Avenue	Great
    Neck	NY	3/29/2018
	59.00	NCB	Syldor
    Apartment Corp.	$1,700,000	108-05
    Astoria Boulevard	East
    Elmhurst	NY	4/16/2018
	60.00	NCB	250
    Cabrini Boulevard, Inc.	$1,597,772	250
    Cabrini Boulevard	New
    York	NY	3/30/2018
	61.00	NCB	49
    West 12 Tenants Corp.	$1,570,000	49
    West 12th Street	New
    York	NY	4/30/2018
	62.00	NCB	57-65
    West 93 Corp.	$1,500,000	57
    West 93rd Street	New
    York	NY	4/2/2018
	63.00	NCB	Hamilton
    Cooperative Apartments, Inc.	$1,200,000	221
    McDonald Avenue	Brooklyn	NY	4/25/2018







 






     


     


    

 





	BANK
    2018-BNK12	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	Maturity

     Date	Mortgage

    Rate 	Original
    Term

    to Maturity (mos.) 	Remaining
    Term

    to Maturity (mos.)	Original
    

    Amortization 

    Term (mos.) 	ARD
    

    (Yes/No) 	Primary
    Servicing

    Fee Rate	Pari
    Passu

    Loan Primary Servicing

    Fee Rate
	1.00	WFB	CoolSprings Galleria	5/11/2028	4.8390%	120	120	360	No	0.00250%	0.00000%
	2.00	WFB	One Dulles Tower	3/11/2028	3.9860%	120	118	0	Yes	0.00750%	0.00000%
	3.00	BANA	Fair Oaks Mall	5/10/2023	4.2580%	60	60	360	No	0.00250%	0.00000%
	4.00	MSMCH	Rittenhouse Hill	5/1/2028	4.7128%	120	120	0	No	0.00250%	0.00000%
	5.00	WFB	181 Fremont Street	4/6/2028	3.7086%	120	119	0	Yes	0.00000%	0.00250%
	6.00	BANA	Extra
    Space - TIAA Self Storage Portfolio	3/1/2028	4.5325%	120	118	0	No	0.00000%	0.00250%
	6.01	BANA	Extra Space Washington	 	 	 	 	 	 	 	 
	6.02	BANA	Extra Space San Jose	 	 	 	 	 	 	 	 
	6.03	BANA	Extra Space San Diego	 	 	 	 	 	 	 	 
	6.04	BANA	Extra Space Panorama
    City	 	 	 	 	 	 	 	 
	6.05	BANA	Extra Space Norwalk	 	 	 	 	 	 	 	 
	6.06	BANA	Extra Space Miami East	 	 	 	 	 	 	 	 
	6.07	BANA	Extra Space Miami West	 	 	 	 	 	 	 	 
	6.08	BANA	Extra Space Palo Alto	 	 	 	 	 	 	 	 
	6.09	BANA	Extra Space Covina	 	 	 	 	 	 	 	 
	6.10	BANA	Extra Space Gaithersburg	 	 	 	 	 	 	 	 
	6.11	BANA	Extra Space Philadelphia	 	 	 	 	 	 	 	 
	6.12	BANA	Extra Space Westminster	 	 	 	 	 	 	 	 
	6.13	BANA	Extra Space Newark	 	 	 	 	 	 	 	 
	6.14	BANA	Extra Space Essex	 	 	 	 	 	 	 	 
	6.15	BANA	Extra Space New Bedford	 	 	 	 	 	 	 	 
	6.16	BANA	Extra Space Birmingham	 	 	 	 	 	 	 	 
	6.17	BANA	Extra Space Haverhill	 	 	 	 	 	 	 	 
	6.18	BANA	Extra Space Shrewsbury	 	 	 	 	 	 	 	 
	6.19	BANA	Extra Space Dallas	 	 	 	 	 	 	 	 
	6.20	BANA	Extra Space Enfield	 	 	 	 	 	 	 	 
	6.21	BANA	Extra Space San Diego
    Miramar	 	 	 	 	 	 	 	 
	6.22	BANA	Extra Space Shawnee	 	 	 	 	 	 	 	 
	6.23	BANA	Extra Space Overland
    Park	 	 	 	 	 	 	 	 
	6.24	BANA	Extra Space Tucson	 	 	 	 	 	 	 	 
	7.00	BANA	The Gateway	4/6/2028	3.721818%	120	119	0	No	0.00000%	0.00125%
	8.00	WFB	Northwest
    Hotel Portfolio	4/11/2028	5.0180%	120	119	300	No	0.00000%	0.00250%
	8.01	WFB	Hilton Garden Inn Bend	 	 	 	 	 	 	 	 
	8.02	WFB	Hampton Inn & Suites
    Bend	 	 	 	 	 	 	 	 
	8.03	WFB	Hilton Garden Inn Salt
    Lake City Downtown	 	 	 	 	 	 	 	 
	8.04	WFB	Hampton Inn & Suites
    Coeur d'Alene	 	 	 	 	 	 	 	 
	8.05	WFB	Hampton Inn & Suites
    Boise Spectrum	 	 	 	 	 	 	 	 
	8.06	WFB	La Quinta Inns &
    Suites Coeur d'Alene	 	 	 	 	 	 	 	 
	8.07	WFB	La Quinta Inns &
    Suites Twin Falls	 	 	 	 	 	 	 	 
	9.00	MSMCH	Centerville Marketplace	5/1/2028	4.8150%	120	120	360	No	0.00250%	0.00000%
	10.00	BANA	North
    Bay Portfolio	4/1/2028	4.5040%	120	119	360	No	0.01000%	0.00250%
	10.01	BANA	Petaluma Business Center	 	 	 	 	 	 	 	 
	10.02	BANA	South Petaluma Business
    Center	 	 	 	 	 	 	 	 
	10.03	BANA	Lakeville Business Center	 	 	 	 	 	 	 	 
	11.00	BANA	Pico Rivera Marketplace	5/1/2028	4.6550%	120	120	0	No	0.00250%	0.00000%
	12.00	WFB	Apple Campus 3	1/6/2028	3.364978%	120	116	0	Yes	0.00000%	0.00250%
	13.00	NCB	Rex Ridge Apartment
    Corporation	5/1/2028	4.1400%	120	120	360	No	0.00000%	0.00000%
	14.00	MSMCH	Hampton
    & Homewood Memphis	3/1/2028	5.5800%	120	118	336	No	0.00250%	0.00000%
	14.01	MSMCH	Homewood Suites Memphis
    Southwind	 	 	 	 	 	 	 	 
	14.02	MSMCH	Hampton Inn Memphis
    Southwind	 	 	 	 	 	 	 	 
	15.00	NCB	444 East 86th Owners
    Corp.	5/1/2028	3.9100%	120	120	480	No	0.00000%	0.00000%
	16.00	NCB	17-85 215th Street Owners',
    Inc. (A/K/A 17-85 215th Street Owners' Inc.)	5/1/2028	4.1700%	120	120	300	No	0.00000%	0.00000%
	17.00	BANA	Value Store It - Pompano
    Beach	4/1/2028	4.6950%	120	119	0	No	0.00250%	0.00000%
	 	 	 	 	 	 	 	 	 	 	 



 






     


     


    

 


	BANK
    2018-BNK12	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	Maturity

     Date	Mortgage

    Rate 	Original
    Term

    to Maturity (mos.) 	Remaining
    Term

    to Maturity (mos.)	Original
    

    Amortization 

    Term (mos.) 	ARD
    

    (Yes/No) 	Primary
    Servicing

    Fee Rate	Pari
    Passu

    Loan Primary Servicing

    Fee Rate
	18.00	WFB	Hampton Inn & Suites
    - Woodinville	5/11/2028	4.9200%	120	120	360	No	0.00250%	0.00000%
	19.00	BANA	6th & Sable Retail	5/1/2028	5.1690%	120	120	360	No	0.00250%	0.00000%
	20.00	BANA	Doubletree Kenosha	5/1/2028	5.0490%	120	120	360	No	0.00250%	0.00000%
	21.00	MSMCH	Valley Medical Center	5/1/2028	4.9800%	120	120	360	No	0.00250%	0.00000%
	22.00	MSMCH	Sherman Square	4/1/2028	4.8700%	120	119	360	No	0.00250%	0.00000%
	23.00	MSMCH	Holiday Inn Express
    at the Stadiums	5/1/2028	5.0000%	120	120	360	No	0.00250%	0.00000%
	24.00	BANA	Courtyard Marriott -
    El Paso	4/1/2028	5.0420%	120	119	360	No	0.00250%	0.00000%
	25.00	WFB	Safeway - Everett	4/11/2028	4.3600%	120	119	0	No	0.00250%	0.00000%
	26.00	MSMCH	Old Kings Commons	5/1/2028	4.9400%	120	120	360	No	0.00250%	0.00000%
	27.00	MSMCH	Holiday Inn Express
    Newport News	4/1/2028	5.2250%	120	119	360	No	0.00250%	0.00000%
	28.00	NCB	Carlshire Tenants, Inc.	5/1/2028	4.2200%	120	120	360	No	0.00000%	0.00000%
	29.00	NCB	Hudson Courts Owners,
    Inc.	4/1/2028	4.5700%	120	119	360	No	0.00000%	0.00000%
	30.00	NCB	229 East 79 Limited	4/1/2028	4.2500%	120	119	0	No	0.00000%	0.00000%
	31.00	MSMCH	Safeway Fraser	5/1/2028	4.8850%	120	120	0	No	0.00250%	0.00000%
	32.00	WFB	SPS-Sacramento IV	5/11/2028	4.6100%	120	120	360	No	0.00250%	0.00000%
	33.00	NCB	3755 Owners Ltd.	4/1/2028	4.2600%	120	119	360	No	0.00000%	0.00000%
	34.00	MSMCH	Safeway Duvall	5/1/2028	4.8877%	120	120	0	No	0.00250%	0.00000%
	35.00	MSMCH	Walgreens Concord	5/1/2028	4.8800%	120	120	0	No	0.06000%	0.00000%
	36.00	MSMCH	Villa Marina	5/1/2028	4.6700%	120	120	0	No	0.00250%	0.00000%
	37.00	WFB	Bell Park Plaza	3/11/2023	5.5600%	60	58	360	No	0.00250%	0.00000%
	38.00	WFB	The Center on Calloway	4/11/2028	5.1600%	120	119	360	No	0.05250%	0.00000%
	39.00	MSMCH	Oaks on Henry	5/1/2028	4.5400%	120	120	360	No	0.00250%	0.00000%
	40.00	MSMCH	Weller Building	4/1/2028	4.3450%	120	119	300	No	0.00250%	0.00000%
	41.00	NCB	Stonegate X Apartment
    Owners Corp. a/k/a Stonegate X Apartment Owner's Corp.	5/1/2028	4.2200%	120	120	360	No	0.00000%	0.00000%
	42.00	WFB	The Summit Apartments	4/11/2028	4.8200%	120	119	300	No	0.00250%	0.00000%
	43.00	MSMCH	Fedex Ground - Emporia	5/1/2028	4.5150%	120	120	0	No	0.07000%	0.00000%
	44.00	MSMCH	Walgreens Bloomington	5/1/2028	4.9300%	120	120	0	No	0.06250%	0.00000%
	45.00	NCB	Fairfield Greens Owners,
    Inc.	4/1/2028	4.2400%	120	119	480	No	0.00000%	0.00000%
	46.00	MSMCH	AFGlobal	5/1/2028	4.9500%	120	120	360	No	0.07000%	0.00000%
	47.00	WFB	196 & 204 Grove
    Avenue	5/11/2028	5.2300%	120	120	360	No	0.00250%	0.00000%
	48.00	NCB	Greystone in Westchester
    Cooperative #1 Inc.	5/1/2028	4.1200%	120	120	360	No	0.00000%	0.00000%
	49.00	NCB	6200 Riverdale Avenue
    Corp.	5/1/2028	4.1900%	120	120	360	No	0.00000%	0.00000%
	50.00	BANA	Mariner's Cove MHP	4/1/2028	5.1150%	120	119	360	No	0.00250%	0.00000%
	51.00	NCB	180 South Middle Neck
    Road Corp.	4/1/2028	4.2000%	120	119	360	No	0.00000%	0.00000%
	52.00	NCB	3215 Arlington Avenue
    Owners Corp.	4/1/2028	4.1800%	120	119	360	No	0.00000%	0.00000%
	53.00	BANA	111 Veterans	5/1/2028	5.8190%	120	120	0	No	0.00250%	0.00000%
	54.00	NCB	Top of the Lofts, Inc.	5/1/2028	4.2100%	120	120	0	No	0.00000%	0.00000%
	55.00	NCB	208-216 East 82nd St.
    Owners Corp.	5/1/2028	4.3200%	120	120	360	No	0.00000%	0.00000%
	56.00	NCB	Braddock Avenue Owners,
    Inc.	4/1/2028	4.3300%	120	119	480	No	0.00000%	0.00000%
	57.00	BANA	Las Casitas MHC	4/1/2028	4.5850%	120	119	0	No	0.15228%	0.00000%
	58.00	NCB	Hillpark Plaza Inc.	4/1/2028	4.2200%	120	119	360	No	0.00000%	0.00000%
	59.00	NCB	Syldor Apartment Corp.	5/1/2028	4.2300%	120	120	0	No	0.00000%	0.00000%
	60.00	NCB	250 Cabrini Boulevard,
    Inc.	4/1/2028	4.1900%	120	119	360	No	0.00000%	0.00000%
	61.00	NCB	49 West 12 Tenants Corp.	5/1/2028	4.1900%	120	120	0	No	0.00000%	0.00000%
	62.00	NCB	57-65 West 93 Corp.	5/1/2028	4.1800%	120	120	360	No	0.00000%	0.00000%
	63.00	NCB	Hamilton Cooperative
    Apartments, Inc.	5/1/2028	4.5800%	120	120	360	No	0.00000%	0.00000%







 






     


     


    

 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

        as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12

                [OR OTHER CERTIFICATE REGISTRAR]


 


Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


		Re:	Transfer of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BANK 2018-BNK12,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check one of the following:*


 


		☐	The Purchaser is not purchasing
a Class R Certificate and the Purchaser is an institution that is an “accredited investor” within the meaning of Rule
501(a)(1),



 





 



		*	Purchaser must select one of the following two certifications.



 



    Exhibit C-1


     


    

 


 (2), (3) or (7) of Regulation D (“Regulation
D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all
of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D (each, an “Institutional Accredited Investor”) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts
for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The
Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the Trust for any costs incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred by
it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.          The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities


 



    Exhibit C-2


     


    

 


Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as
applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates
and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such
other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification
expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States


 





 



		**	Each Purchaser must select one of the two alternative
certifications.



 


		***	Does not apply to a transfer of Class R Certificates.



 



    Exhibit C-3


     


    

 


federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.          Please
make all payments due on the Certificates:****


 


	☐	(a)	by wire transfer to the following account at a
bank or entity in New York, New York, having appropriate facilities therefor:



 


	Bank:	 






	ABA #:	 






	Account #: 	 






	Attention: 	 



 


	☐	(b)	 by mailing a check or draft to the following address:



 


	 	 






	 	 






	 	 







 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
Title:


 


 






****
Only to be filled out by Purchasers of Definitive Certificates.
Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s
Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4


     


    

 


EXHIBIT
D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2018-BNK12

          [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12
(the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of May 1, 2018, by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty
Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer



 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)



 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 






    Exhibit D-1-1


     


    

 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”,
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class
of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 






    Exhibit D-1-2


     


    

 


8.       Check
the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code
if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will
compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)      the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)     at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)    the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury
Regulations Section 1.860E-1(c)(5); and


 


(iv)    the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 






    Exhibit D-1-3


     


    

 


☐      None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.     The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.     The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.     The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.     The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.     The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.     The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    Exhibit D-1-4


     


    

 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 


	 	By:	 
	 	 	Name:
Title:
	 	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit D-1-5


     


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 	 
	 	 	NOTARY PUBLIC in and for the

State of _______________
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 
	 	 	 	 
	 	 	 



 




    Exhibit D-1-6


     


    

 


EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2018-BNK12

          [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
May 1, 2018 (the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC
Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)     No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)     The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)     The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that


 



    Exhibit D-2-1


     


    

 


the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable
for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	 (Transferor)
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit D-2-2


     


    

 


EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) - BANK 2018-BNK12 


with
a copy to: riskretentioncustody@wellsfargo.com 


[OR
OTHER CERTIFICATE REGISTRAR]


 


Bank
of America, National Association,

as Retaining Sponsor 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch, III


 


Banc
of America Merrill Lynch Commercial Mortgage Inc. 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch, III


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of May 1, 2018, by and among Banc of America Merrill
                                         Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association,
                                         as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
                                         and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
                                         National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
                                         and as Asset Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the
                                         “Transferor”).



 






      Exhibit D-3-1


    


    

 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of an
                                         RR Interest by the Transferor unless the Purchaser, or such Purchaser’s agent,
                                         delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE
                                         95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the
                                         acquisition of the RR Interest will be effected through Merrill Lynch, Pierce, Fenner
                                         & Smith Incorporated, Wells Fargo Securities, LLC or Morgan Stanley & Co., or
                                         an affiliate thereof.



 


		4.	Check
                                         one of the following:




 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the RR Interest as a nominee, trustee or agent for any person that is
                                         not a Majority-Owned Affiliate, and that for so long as it retains its interest in the
                                         RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will be bound by the U.S. Credit Risk Retention Agreement, between Bank of America, National
                                         Association, Wells Fargo Bank, National Association, Morgan Stanley Capital Holdings
                                         LLC and Morgan Stanley Bank, N.A., dated and effective as of May [30], 2018 (the “Credit
                                         Risk Retention Agreement”) as if it were a party to such agreement.



 


		D.	It
                                         hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention
                                         Agreement.



 


		E.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the RR Interest will satisfy the risk retention requirements of the Transferor, in
                                         its capacity as [sponsor][originator] under Regulation RR.



 


		☐	The
                                         transfer will occur after the termination of the RR Interest Transfer Restriction Period.



 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






      Exhibit D-3-2


    


    

 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__. 


 


	 	 By:	
	 	 	Name:

	 	 	Title:



 





	 	 By:	
	 	 	Name:

	 	 	Title:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 



 


	 By:		 
	 	Name:
	 
	 	Title:	 





 


[Medallion
Stamp Guarantee]


 




      Exhibit D-3-3


    


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) - BANK 2018-BNK12 


with
a copy to: riskretentioncustody@wellsfargo.com 


[OR
OTHER CERTIFICATE REGISTRAR]


 


Bank
of America, National Association,

as Retaining Sponsor 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch, III 


 


[EACH
OTHER HOLDER OF AN RR INTEREST]


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of RR Interest evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and among Banc of
America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A.,
as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of



 






      Exhibit D-4-1


    


    

 


PTCE
95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the acquisition of the RR Interest will be
effected through Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC or Morgan Stanley & Co.
LLC or an affiliate thereof.


 


		3.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
                                         certifies, represents and warrants to you that:



 


		A.	The
                                         Transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Bank
                                         of America, National Association, Wells Fargo Bank, National Association, Morgan Stanley
                                         Mortgage Capital Holdings LLC and Morgan Stanley Bank, N.A., dated and effective as of
                                         May [30], 2018 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


		☐	The
                                         transfer will occur after the termination of the RR Interest Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






      Exhibit D-4-2


    


    

 





	 	[TRANSFEROR]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	[RETAINING SPONSOR]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:
	 	 	 
	 	[Medallion Stamp Guarantee]











 




      Exhibit D-4-3


    


    

 


EXHIBIT
E



FORM OF REQUEST FOR RELEASE


 


(for
Custodian)


 





	Loan Information
	 	Name of Mortgagor:	 
	 	 	 
	 	[[General][NCB]	 
	 	Master Servicer]

    [[General][NCB][Fair Oaks Mall] Special Servicer]

    Loan No.:	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association

    1055 10th Ave SE
	 	Address:	Minneapolis,
Minnesota 55414
 Attention: Document Custody
Group

        

        BANK 2018-BNK12

	 	Custodian/Trustee

    Mortgage File No.:	 
	Depositor
	 	Name:	Banc of America Merrill Lynch Commercial Mortgage
    Inc.
	 	 	 
	 	Address:	One
                                         Bryant Park

                                         New York, New York 10036

                                         Attention: Leland F. Bunch, III 



	 	 	 
	 	

        Certificates:
	BANK 2018-BNK12,

    Commercial Mortgage Pass-Through Certificates,

    Series 2018-BNK12










 


The
undersigned [[General][NCB] Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] hereby requests delivery from Wells
Fargo Bank, National Association, as Custodian, on behalf of Wilmington Trust, National Association, as Trustee, for the Holders
of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of May 1, 2018, by and among Banc of America Merrill Lynch Commercial


 






      Exhibit E-1


    


    

 


Mortgage
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC
Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 



  


The
undersigned [[General][NCB] Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] hereby acknowledges and agrees as
follows:


 


(1)       The
[[General][NCB] Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[[General][NCB] Master Servicer] [[General][NCB][Fair Oaks Mall] Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions
nor shall the [[General][NCB] Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling and Servicing
Agreement.


 


(3)       The
[[General][NCB] Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] shall return the Documents to the Custodian
when the need therefor no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in
full and the proceeds thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing
Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] shall at all times be earmarked for the account of the Trustee,
and the [[General][NCB] Master Servicer][[General][NCB][Fair Oaks Mall] Special Servicer] shall keep the Documents separate and
distinct from all other property in the [[General][NCB] Master Servicer’s][[General][NCB][Fair Oaks Mall] Special Servicer’s]
possession, custody or control.


 






      Exhibit E-2


    


    

 





	 	[____________]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:


  


Date:
_________


 




      Exhibit E-3


    


    

 


EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


BANK 2018-BNK12

 [OR OTHER CERTIFICATE REGISTRAR]


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


		Re:	Transfer
                                         of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US $[___] aggregate initial [Notional Amount][Certificate
Balance] in the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, [Class [X-E][X-F][X-G][E][F][G]
Certificates][ RR Interest] issued pursuant to that certain Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty
Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under


 






      Exhibit F-1-1


    


    

 


Section
410(d) of the Code, or any other plan subject to any federal, state or local law (“Similar Law”) which is,
to a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person
acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law
purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the
Master Servicers, the Special Servicers, any sub-servicer, the Initial Purchasers, the Underwriters, the Asset Representations
Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which
Opinion of Counsel shall not be at the expense of the Depositor, either Master Servicer, either Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters
or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 





 


 


	 	Very truly yours,
	 	 
	 	 [The
    Purchaser]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:





 


Date:
_________


 




      Exhibit F-1-2


    


    

 


EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R CERTIFICATES AND CLASS V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar




600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


BANK 2018-BNK12

 [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2018-BNK12, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK12, [Class V][Class R] Certificates (the “[Class V][Class R]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty
Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code


 






      Exhibit F-2-1


    


    

 


(“Similar
Law”) (each, a “Plan”), or (b) a person acting on behalf of any such Plan (including any entity whose
underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of a Plan to purchase such [Class
V][Class R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.


 





	 	Very truly yours,
	 	 
	 	 [The Purchaser]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:








 


Date:
_______


 




      Exhibit F-2-2


    


    

 


EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


 


See
Annex B to the Prospectus


 




      Exhibit G-1


    


    

 


EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee – BANK 2018-BNK12, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__]. 









	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:





 




      Exhibit H-1


    


    

 


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 


		*	Select
                                         appropriate depository.



 






      Exhibit I-1


    


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:


  


Dated:
_______


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 





 



 


		**	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.



 




      Exhibit I-2


    


    

EXHIBIT
J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






      Exhibit J-1


    


    

 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:


  


Dated:
________



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 





 



 


		*	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.



 




      Exhibit J-2


    


    

 


EXHIBIT
K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING RESTRICTED
PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer”


 





 



 


		*	Select
                                         appropriate depository.



 






      Exhibit K-1


    


    

 


within
the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable
securities laws of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	 By:	
	 	 	Name:

	 	 	Title:


 


Dated:
_______



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




      Exhibit K-2


    


    

 


EXHIBIT
L






FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


 


(Exchanges
pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that
it is not a U.S. Person as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date. 


 


 



 





		*	Select,
                                         as applicable.



 






      Exhibit L-1


    


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	Dated:	 	 



 


	 	By: 	 
	 	 	 as, or as agent for, the holder of a beneficial  interest
    in the Certificates to which this  certificate relates.



  




      Exhibit L-2


    


    

 


EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges or transfers pursuant to Section
5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association, 


as Certificate Registrar  


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States;


 





 



 


*
       Select appropriate depository.


 



     Exhibit M-1


     

    

 





[(2)          at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)          the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)           no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 
	 	 By:	  
	 	 	Name:
	 	 	 Title:



  


Dated: ________



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 


 


 



 


**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.












     Exhibit M-2


     

    

 


EXHIBIT
N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section
5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar



 600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)      
    the offer of the Certificates was not made to a person in the United States,


 



     Exhibit N-1


     

    

 





[(2)          at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)          the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)           no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers. 


 





	 	[Insert Name of Transferor]
	 	 
	 	 By:	  
	 	 	Name:
	 	 	 Title:





 


Dated: _______



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 





 



  


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 









     Exhibit N-2


     

    

 


EXHIBIT
O



FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section
5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 



     Exhibit O-1


     

    

 





We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 		Name:
	 	 	Title:





 





Dated: _______



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 









     Exhibit O-2


     

    

 


EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR THE RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12,
Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.             The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.             In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.             [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the


 






    Exhibit P-1A-1


     


    

 


“Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	
	 	Title:	
	 	Company:	 
	 	Phone:	 


 



    Exhibit P-1A-2


     


    

 








EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK

Series 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: BANK 2018-BNK12 Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

         
	 	Wells Fargo Bank, National Association
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention: Corporate Trust Services (CMBS)
 BANK Series 2018-BNK12

         

	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK12

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	
        Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565 

        Email: noticeadmin@midlandls.com

         

        AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

Fax number: (319) 355-8030 




 






    Exhibit P-1B-1


     


    

  


	 	 	 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.             The
undersigned has received a copy of the Prospectus.


 


3.             The
undersigned is not a Borrower Party.


 


4.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the
“Information”) on the Certificate Administrator’s Website [and/or is requesting the information
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the
Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in
making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and
otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that
the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund


 






    Exhibit P-1B-2


     


    

 


for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.             At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.             [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	
	 	Title:	
	 	Company:	 
	 	Phone:	 





 















    Exhibit P-1B-3


     


    

 


EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 



     Exhibit P-1C-1


     

    

 





1.             The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.             The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.             In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.             The
undersigned is a Borrower Party.


 


5.             The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



     Exhibit P-1C-2


     

    

 





BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	
	 	Title:	
	 	Company:	 
	 	Phone:	 








 






     Exhibit P-1C-3


     

    

 


EXHIBIT
P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK

Series 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: BANK 2018-BNK12 Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

         
	 	Wells Fargo Bank, National Association
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention: Corporate Trust Services (CMBS)
 BANK Series 2018-BNK12

                                                          

	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK12

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number (703) 647-3473

        Email: kluzik@ncb.coop

         
	 	
        Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565 

        Email: noticeadmin@midlandls.com

         

        AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

Fax number: (319) 355-8030 




 






     Exhibit P-1D-1


     

    

  


	 	 	 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.             The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.             The
undersigned has received a copy of the Prospectus.


 


4.             Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 



     Exhibit P-1D-2


     

    

 





5.             The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.             The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.              To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.             The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


 


	 	By:	



 






     Exhibit P-1D-3


     

    

  


	 	Title:	
	 	Company:	 
	 	Phone:	 





 












     Exhibit P-1D-4


     

    

 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK

Series 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: BANK 2018-BNK12 Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

         
	 	Wells Fargo Bank, National Association
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention: Corporate Trust Services (CMBS)
 BANK Series 2018-BNK12

                                                          

	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK12

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number (703) 647-3473

        Email: kluzik@ncb.coop

         
	 	
        Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565 

        Email: noticeadmin@midlandls.com

         

        AEGON USA Realty Advisors, LLC

        4333 Edgewood Road NE,

        Cedar Rapids, IA 52499

        Attention: Gregory A. Dryden, Senior Vice President

        Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

        Fax number: (319) 355-8030

         

	 	 	 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class Certificates



 






     Exhibit P-1E-1


     

    

 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2018-BNK12, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2018-BNK12, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.             The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.             The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 



     Exhibit P-1E-2


     

    

 





4.             Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.             The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 



     Exhibit P-1E-3


     

    

 





8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


Dated:  ________



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 



     Exhibit P-1E-4


     

    







 


EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: BANK 2018-BNK12


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.              The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.              The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






     Exhibit P-1F-1


     

    

 


3.              The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BANK 2018-BNK12 securitization should be revoked as to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 



 





 


4.   
         The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information
with respect to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website
unless and until it (i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded
Controlling Class Loan](s), (ii) has delivered notice of the termination of the related Excluded Controlling Class Holder
status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling and Servicing
Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-1F-2


     

    

 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator






		 
	Name:	 
	Title:	 








 






     Exhibit P-1F-3


     

    

  


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK

Series 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: BANK 2018-BNK12 Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

         
	 	Wells Fargo Bank, National Association
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention: Corporate Trust Services (CMBS)
 BANK Series 2018-BNK12

         

	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK12

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	
        Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565 

        Email: noticeadmin@midlandls.com

         

        AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

Fax number: (319) 355-8030 




 






     Exhibit P-1G-1


     

    

  


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Class [__] Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.             The
undersigned is not a Borrower Party.


 


3.             If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.             [For
use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 
	 	 By:	
	 	 	Name:
	 	 	Title:





 


Dated: _______



cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 









     Exhibit P-1G-2


     

    

 


EXHIBIT
P-1H



Form of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK

Series 2018-BNK12

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: BANK 2018-BNK12 Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

         
	 	Wells Fargo Bank, National Association
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention: Corporate Trust Services (CMBS)
 BANK Series 2018-BNK12

         

	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK12

        CMBSTrustee@wilmingtontrust.com

         

        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	
        Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565 

        Email: noticeadmin@midlandls.com

         

        AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

Fax number: (319) 355-8030 




 






     Exhibit P-1H-1


     

    

  


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12,
RR Interest 



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


[FOR ANY SUCCESSOR
RISK RETENTION CONSULTATION PARTY][2. The undersigned hereby certifies that an executed copy of this certification in paper
form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


3.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified. 


 


	 	[RISK RETENTION CONSULTATION
PARTY]
	 	 
	 	 By:	
	 	 	Name:
	 	 	Title:


 






Dated: _______


 


cc: Banc of America Merrill Lynch Commercial
Mortgage Inc.


 









     Exhibit P-1H-2


     

    

 


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12


 


	Attention:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12____________________



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2018 (the
“Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as
Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON
USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.             The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.             The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect
to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information
obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received by the
Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the
Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality
agreement attached hereto as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5
Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s
Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 



     Exhibit P-2-1


     

    

 





The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 


 


	 	By:	
	 	Title:
	 	Company:
	 	Phone:





 









     Exhibit P-2-2


     

    

 


 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Banc of America Merrill
Lynch Commercial Mortgage Inc. (together with its affiliates, the “Furnishing Entities” and each a “Furnishing
Entity”) furnishing certain financial, operational, structural and other information relating to the issuance of the
BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets underlying
or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors,
managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after
the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled
as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed
by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential


 






     Exhibit P-2-3


     

    

 


Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:


 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 






     Exhibit P-2-4


     

    

 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch, III


 






     Exhibit P-2-5


     

    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12


 


	Attention:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12_____________



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
May 1, 2018 (the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial
Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB
Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited, Moody’s Analytics or Thomson Reuters Corporation, a market data
                                         provider that has been given access to the Statements to Certificateholders, CREFC®
                                         Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 





    Exhibit P-3-1


    


    

 


liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:




 






    Exhibit P-3-2


    


    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing
Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as
Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the
undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition
of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or,
with respect to clause (xii), a copy of such letter of credit and the required officer’s certificate), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         as Custodian

	 	 	 
	 	By:	 



 






    Exhibit Q-1


    


    

 


			Name:
	 	 	Title:


 






    Exhibit Q-2


    


    

 


SCHEDULE
A


 


Banc
of America Merrill Lynch Commercial Mortgage Inc. 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch, III


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Attention: CMBS Surveillance

E-mail: CMBSSurveillance@krollbondratings.com


 


S&P
Global Ratings 


55
Water Street, 41st Floor 


New
York, New York 10041 


Attention:
Commercial Mortgage Surveillance Manager 


Email:
cmbs_info_17g5@standardandpoors.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084 


401
South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

E-mail: commercial.servicing@wellsfargo.com


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Fax
number: 1-888-706-3565 


Email:
noticeadmin@midlandls.com


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer



 






    Exhibit Q-3


    


    

 


Facsimile
number (703) 647-3473

Email: kluzik@ncb.coop


 


with
a copy to:


 


Loeb
& Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Steven M. Kornblau


 


AEGON
USA Realty Advisors, LLC,

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President

Email: gdryden@aegonusa.com; specialservicing@aegonusa.com

Fax number: (319) 355-8030


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2018-BNK12


 


Wells
Fargo Bank, National Association 


301
South College St. 


Charlotte,
North Carolina 28202 


Attention:
BANK 2018-BNK12, 


Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK12


 


with
a copy to:


 


Troy
Stoddard, Esq., Senior Counsel 


Wells
Fargo Law Department, D1053-300 


301
South College St. 


Charlotte,
North Carolina, 28202 


troy.stoddard@wellsfargo.com


 


and
a copy to:


 


Jacqueline
M. Gelman 


Wells
Fargo Bank, National Association 


10
South Wacker, 32nd Floor 


Chicago,
Illinois 60606


 






    Exhibit Q-4


    


    

 


Telephone
number: (312) 827-1531 


Email:
jacqueline.m.gelman@wellsfargo.com


 


Bank
of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

email: leland.f.bunch@baml.com



with copies to:



W. Todd Stillerman, Esq.

Assistant General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

email: todd.stillerman@bankofamerica.com


 


and
a copy to:


 


Henry
A. LaBrun, Esq.

Cadwalader, Wickersham & Taft LLP

227 West Trade Street, 24th Floor

Charlotte, North Carolina 28202

Facsimile number: (704) 348-5200)


 


Morgan
Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with
a copy to:


 


Morgan
Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division

Email: cmbs_notices@morganstanley.com


 


Ellington
Management Group, LLC 


53
Forest Avenue 


Old
Greenwich, Connecticut 06780 


Attention:
Leo Huang 


Email:
lhuang@ellington.com


 






    Exhibit Q-5


    


    

 


with
a copy to:


 


Ellington
Management Group, LLC 


53
Forest Avenue 


Old
Greenwich, Connecticut 06780 


Attention:
General Counsel


 






    Exhibit Q-6


    


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

Email: commercial.servicing@wellsfargo.com

Telecopy Number: (704) 715-0036]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


 




SPACE
ABOVE THIS LINE FOR RECORDER’S USE





 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of May 1, 2018 (the “Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as
general master servicer [(in such capacity, the “General Master Servicer”)], Midland Loan Services, a Division
of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer [(in such
capacity, the “NCB Master Servicer”)] and NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks
Mall special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer hereby constitutes and appoints the [General][NCB] Master Servicer, by and through the [General][NCB] Master Servicer’s
officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the [General][NCB] Master Servicer and all properties (“Mortgaged Properties”)


 






    Exhibit R-1-1


    


    

 


administered
by the [General][NCB] Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1
through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described
below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.     The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.     The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.     The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.     The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.     The
completion of loan assumption agreements.


 


6.     The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.     The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.     The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.     The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any


 






    Exhibit R-1-2


    


    

 


such
eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including,
without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.     With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.     The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.     The
execution and delivery of the following:


 






    Exhibit R-1-3


    


    

 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         or REO Properties (including agreements and requests by any borrower with respect to
                                         modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties or REO Properties, instruments relating to the custody of any
                                         collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections


 






    Exhibit R-1-4


    


    

 


afforded
the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Master Servicer the power to initiate or defend
any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein
or in the Agreement. If the [General][NCB] Master Servicer receives any notice of suit, litigation or proceeding in the name of
Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the [General][NCB] Master Servicer under the
Agreement or to allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage
Notes not authorized by the Agreement.


 


The
[General][NCB] Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2018-BNK12 has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





	 	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION, as Trustee for BANK 2018-BNK12
	 	 	 
	 	By:	 
			Name:
	 	 	Title:



 






    Exhibit R-1-5


    


    

 


	 	 	 
	 	Prepared
                                         by:
	 	 	 
	 	 	Name:


 





	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 






    Exhibit R-1-6


    


    

 





	STATE OF DELAWARE	)	 
	 	)    ss.:	 
	COUNTY OF	)	 


 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 






    Exhibit R-1-7


    


    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


[Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Fax
number: 1-888-706-3565 


Email:
noticeadmin@midlandls.com]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


[AEGON
USA Realty Advisors, LLC 


4333
Edgewood Road NE, 


Cedar
Rapids, IA 52499 


Attention:
Gregory A. Dryden, Senior Vice President 


Email:
gdryden@aegonusa.com; specialservicing@aegonusa.com 


Fax
number: (319) 355-8030]


 


 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE 


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of May 1, 2018 (the “Agreement”)
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as
general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer [(the
“General Special Servicer”)], National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer
[(in such capacity, the “NCB Special Servicer”)], AEGON USA Realty Advisors, LLC, as Fair Oaks Mall special
servicer [(the “Fair Oaks Mall Special Servicer”)], Wells Fargo Bank, National Association, as certificate
administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating
to the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, hereby constitutes and appoints the
[General][NCB][Fair Oaks Mall]


 






    Exhibit R-2-1


    


    

 


Special
Servicer, by and through the [General][NCB][Fair Oaks Mall] Special Servicer’s officers, the Trustee’s true and lawful
Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage
loans (the “Mortgage Loans”) serviced by the [General][NCB][Fair Oaks Mall] Special Servicer and all properties
(“REO Properties”) administered by the [General][NCB][Fair Oaks Mall] Special Servicer pursuant to the Agreement,
to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items 1 through 13 below with respect to the Mortgage Loans and REO Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the sale or repurchase of the Mortgage Loan secured and evidenced thereby.



 





    Exhibit R-2-2


    


    

 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         Notes or the related promissory note, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 





    Exhibit R-2-3


    


    

 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-



  



    Exhibit R-2-4


    


    

 


disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and 


 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB][Fair Oaks Mall] Special Servicer has the power to delegate its rights or obligations under
the Agreement, the [General][NCB][Fair Oaks Mall] Special Servicer also has the power to delegate the authority given to it by
Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations
and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The [General][NCB][Fair Oaks Mall] Special Servicer’s attorneys-in-fact shall have no greater authority than that held by
the [General][NCB][Fair Oaks Mall] Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB][Fair
Oaks Mall] Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust,
National Association except as specifically provided for herein. If the [General][NCB][Fair Oaks Mall] Special Servicer receives
any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB][Fair
Oaks Mall] Special Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [General][NCB][Fair Oaks Mall] Special Servicer
under the Agreement or to allow the [General][NCB][Fair Oaks Mall] Special Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    Exhibit R-2-5


    


    

 


The
[General][NCB][Fair Oaks Mall] Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent
or willful misuse, of this Limited Power of Attorney by the [General][NCB][Fair Oaks Mall] Special Servicer. The foregoing indemnity
shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the
Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2018-BNK12 has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





	Wilmington
    Trust, National Association,

    as Trustee for BANK 2018-BNK12
	 	 	 	 
	 		By:	 
	 	 	 	Name:
	 	 	 	Title:
	Prepared
    by:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 


 






    Exhibit R-2-6


    


    




 





	STATE
    OF DELAWARE	)
	 	) ss.:
	COUNTY
    OF	)


 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal. 





	 
    	 
	Notary
    signature	 


 






    Exhibit R-2-7


    


    

 



EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	CoolSprings Galleria	
        NOTE A-3 and NOTE A-4

         

        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        

        375 Park Avenue, 2nd Floor

        

        J0127-023

        

        New York, New York 10152

        

        Attention: A.J. Sfarra

        

        Email: Anthony.sfarra@wellsfargo.com

         

        with a copy to:

         

        Jeff D. Blake, Esq.

        

        Senior Counsel

        

        Wells Fargo Law Department

        

        D1053-300

        

        301 South College St.

        

        Charlotte, North Carolina 28202

        

        Email: jeff.blake@wellsfargo.com

         

        with a copy to (if by email):

         

        mike.jewesson@alston.com and

        peter.mckee@alston.com

	One Dulles Tower	
        NOTE A-1

         

        BANK 2018-BNK11

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee BANK 2018-BNK11

        

        with a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        

        Facsimile No.: (302) 636 4140




 






    Exhibit S-1 


     


    

 


	Fair Oaks Mall	
        NOTE A-1-2

         

        Bank of America, N.A.

         

        NOTICE ADDRESS:

         

        Bank of America, N.A.

NC1-027-15-01

214 North Tryon Street

Charlotte, North Carolina 28255

Attention: Steven L. Wasser

Email: steve.l.wasser@baml.com

        with a copy to:

        

        W. Todd Stillerman, Esq.

        Bank of America Corporation

        NC1-027-20-05

        214 North Tryon Street, 20th Floor

        Charlotte, North Carolina 28255

        Email: todd.stillerman@bankofamerica.com

         

        NOTE A-2-1, NOTE A-2-2 and NOTE A-2-3

         

        Barclays Bank PLC

         

        NOTICE ADDRESS:

         

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Sabrina Khabie

        

        Email: sabrina.khabie@barclays.com

         

        NOTE B-1 and NOTE B-2

         

        Annaly CRE LLC

         

        NOTICE ADDRESS:

         

        Annaly CRE LLC

        

        1211 Avenue of the Americas

        

        Suite 2902

        

        New York, NY 10036

        

        Attention: Elaine McKay-Ellis

         

	Rittenhouse Hill	NOTE A-2 and NOTE A-3



 






    Exhibit S-2 


     


    

 


		
        

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

        

        Morgan Stanley Bank, N.A.

        

        1585 Broadway

        

        New York, New York 10036

        

        Attention: Jane H. Lam

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        

        1221 Avenue of the Americas

        

        New York, New York 10020

        

        Attention: Legal Compliance Division

         

        and a copy to:

         

        cmbs_notices@morganstanley.com




 






    Exhibit S-3 


     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR 181 FREMONT STREET MORTGAGE LOAN:





Midland Loan Services, a Division of PNC Bank, National Association,





Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





401 South Tryon Street, 8th Floor





MAC D1050-084





Charlotte, North Carolina 28202





Attention: WFCM 2018-C44 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Mayer Brown LLP





214 North Tryon Street, Suite 3800





Charlotte, North Carolina 28202





Attention: Christopher J. Brady, Esq.]


 


[FOR extra space –
TIAA self storage portfolio MORTGAGE LOAN:

Midland Loan Services, a Division of PNC Bank, National Association,





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Fax number: 1-888-706-3565





Email: noticeadmin@midlandls.com


 


with a copy to:


 


Stinson Leonard Street LLP





1201 Walnut Street, Suite 2900





Kansas City, Missouri 64106-2150





Attention: Kenda K. Tomes





Fax number: (816) 412-9338]


 


[FOR THE GATEWAY mortgage
loan:





Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





401 South Tryon Street, 8th Floor





MAC D1050-084





Charlotte, North Carolina 28202





Attention: COMM 2018-HOME Asset Manager





Fax Number: (704) 715-0036


 






    Exhibit T-1 


     


    

 


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department





301 South College Street, 30th Floor





D1053 300





Charlotte, North Carolina 28202





Attention: Commercial Mortgage Servicing Legal Support





Fax Number: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP





Hearst Tower





214 North Tryon Street





Charlotte, North Carolina 28202





Attention: Stacy G. Ackermann





Reference: COMM 2018-HOME





Fax Number: (704) 353-3190]


 


[FOR northwest hotel
portfolio MORTGAGE LOAN:





Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





401 South Tryon Street, 8th Floor





MAC D1050-084





Charlotte, North Carolina 28202





Attention: WFCM 2018-C44 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Mayer Brown LLP





214 North Tryon Street, Suite 3800





Charlotte, North Carolina 28202





Attention: Christopher J. Brady, Esq.]


 






    Exhibit T-2 


     


    

 


[FOR north bay portfolio
MORTGAGE LOAN:





Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK11 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with a copy to:



K&L Gates LLP





Hearst Tower





214 North Tryon Street





Charlotte, North Carolina 28202





Attention: Stacy G. Ackermann





Reference: BANK 2018-BNK11





Fax Number: (704) 353-3190]


 


[FOR APPLE CAMPUS 3 MORTGAGE LOAN:





Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





401 South Tryon Street, 8th Floor





MAC D1050-084





Charlotte, North Carolina 28202





Attention: BANK 2018-BNK12 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Mayer Brown LLP





214 North Tryon Street, Suite 3800





Charlotte, North Carolina 28202





Attention: Christopher J. Brady, Esq.]


 






    Exhibit T-3 


     


    

 


VIA EMAIL


 


		Re:	BANK 2018-BNK12,

Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies and Gentlemen:


 


As you know, [______],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged property][portfolio
of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling
and servicing agreement relating to the [______] securitization trust (the “PSA”). This is to inform you that
one or more of the promissory notes related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been
transferred to BANK 2018-BNK12 pursuant to that certain Pooling and Servicing Agreement, dated May 1, 2018 (the “BANK
2018-BNK12 Pooling and Servicing Agreement”) by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as
depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “BANK 2018-BNK12
Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer,
National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks
Mall special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “BANK
2018-BNK12 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “BANK 2018-BNK12
Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and that
the BANK 2018-BNK12 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as BANK
2018-BNK12 Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit
to the BANK 2018-BNK12 General Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the
case may be, to the BANK 2018-BNK12 General Master Servicer all reports, statements, documents, communications, and other information
that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor
Agreement (as such term is defined in the BANK 2018-BNK12 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan [is] [not] a Significant Obligor (as such term is defined in the BANK 2018-BNK12 Pooling and Servicing Agreement) under the
BANK 2018-BNK12 Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter.


 





	Date:   	 	 


 






    Exhibit T-4 


     


    

 





	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the BANK 2018-BNK12, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK12
	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit T-5 


     


    

 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.






33 Whitehall Street





New York, New York
10004





Attention: Commercial
Mortgage Surveillance Group





Facsimile No.: (212)
635-0295





E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating
Agency, Inc.





845 Third Avenue





New York, New York
10022





Attention: CMBS
Surveillance





E-mail: CMBSSurveillance@krollbondratings.com


 


S&P Global Ratings





55 Water Street,
41st Floor





New York, New York
10041





Attention: Commercial
Mortgage Surveillance Manager





Email: cmbs_info_17g5@standardandpoors.com


 


		From:	[Wells Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as [General][NCB] Master Servicer
under the Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by
and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 






    Exhibit U-1 


     


    

 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Mortgage Loan (the “Mortgage
Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling
and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:____________________

 ____________________


 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As [General][NCB] Master
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)           Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____      a full defeasance
of the entire principal balance of the Mortgage Loan; or


 


____      a partial defeasance
of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)           Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)            The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)           The
defeasance was consummated on __________, 20__.


 


(iii)          The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)          The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with
the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2 


     


    

 


(v)           The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)          The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)         The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)        The
[General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants, who were
approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of
the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4)
months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar
or fiscal year will not


 






    Exhibit U-3 


     


    

 


exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.


 


(ix)           The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)            The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)           Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)           Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)           Agree
to provide copies of all items listed in Exhibit B to you upon request.


 






    Exhibit U-4 


     


    

 





IN
WITNESS WHEREOF, the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned
above.


 





	 	[________________]
	 	 	as
    [General][NCB] Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit U-5 


     


    

 


EXHIBIT V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be
delivered no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
May 1, 2018 (the “Pooling and Servicing Agreement”).



Transaction: BANK 2018-BNK12, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK12



Operating Advisor: Park Bridge Lender
Services LLC


[General Special Servicer: Midland
Loan Services, a Division of PNC Bank, National Association]



[NCB Special Servicer: National
Cooperative Bank, N.A.]



[Fair Oaks Mall Special Servicer:
AEGON USA Realty Advisors, LLC]



Directing Certificateholder: [Ellington Management Group
LLC]


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The [General][NCB][Fair Oaks Mall] Special Servicer has notified the Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the [General][NCB][Fair
Oaks Mall] Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.
This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset
Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the [General][NCB][Fair Oaks Mall] Special Servicer’s operational activities to service certain Specially
Serviced Loans in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does][does not]
believe there are material violations of the [General][NCB][Fair Oaks Mall] Special Servicer’s compliance with its obligations
under the Pooling and Servicing Agreement.


 


 



1
       This report is an indicative report and does not reflect the final form
of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization
and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including,
without limitation, provisions relating to Privileged Information.


 



    Exhibit V-1


     


    

 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


●     [ADD RECOMMENDATION
OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the [General][NCB][Fair Oaks Mall] Special Servicer’s
assessment of compliance report, attestation report by a third party regarding the [General][NCB][Fair Oaks Mall] Special Servicer’s
compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER
REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [List related mortgage loans]



 


		2.	Consulted with the [General][NCB][Fair Oaks Mall] Special Servicer as provided under the Pooling
and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value
calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited
investigation and not be considered a full or limited audit. For instance, we did not re-engineer the quantitative aspects of their
net present value calculator, visit any property, visit the [General][NCB][Fair Oaks Mall] Special Servicer, visit the Directing
Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction
Amount calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary
portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of
such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the [General][NCB][Fair Oaks Mall]
Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans:
[LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of
action to the extent it deemed such observations and recommendations appropriate.



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
[General][NCB][Fair Oaks Mall] Special 



 



    Exhibit V-2


     


    

 


	 	 	Servicer’s determination of what course of action to take in connection with the workout
or liquidation of a Specially Serviced Loan prior to the utilization by the [General][NCB][Fair Oaks Mall] Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the [General][NCB][Fair Oaks Mall] Special Servicer to resolve any inaccuracy
in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations, such inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report
on instances of non-compliance with, or deviations from, the Servicing Standard or the [General][NCB][Fair Oaks Mall] Special Servicer’s
obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in
good faith, to be immaterial.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to
execute such documents.



 


		3.	Except as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
the Operating Advisor did not participate in, or have access to, the [General][NCB][Fair Oaks Mall] Special Servicer’s and
Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority
to speak with the Directing Certificateholder or borrower directly. As such, the Operating Advisor relied upon the information
delivered to it by the [General][NCB][Fair Oaks Mall] Special Servicer as well as its interaction with the [General][NCB][Fair
Oaks Mall] Special Servicer, if any, in gathering the relevant information to generate this report. The services we perform are
not designed and cannot be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The [General][NCB][Fair Oaks Mall] Special Servicer has the legal authority and responsibility
to service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein or direct the actions of the [General][NCB][Fair Oaks Mall] Special Servicer.



 



    Exhibit V-3


     


    

 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of any communications held between it and the [General][NCB][Fair Oaks Mall] Special Servicer
regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and
Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given
access to by the [General][NCB][Fair Oaks Mall] Special Servicer.



 


		6.	There are many tasks that the [General][NCB][Fair Oaks Mall] Special Servicer undertakes on an
ongoing basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral
substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions.
As such, Operating Advisor has not assessed the [General][NCB][Fair Oaks Mall] Special Servicer’s operational compliance
with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the
Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review
of the [General][NCB][Fair Oaks Mall] Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship
with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary
relationship between the Operating Advisor and any Certificateholder, party or individual.



 


Capitalized terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING 

REPLACEMENT OF the [General][ncb][FAIR OAKS MALL] SPECIAL 

SERVICER


 


Wilmington Trust, National Association

   as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK12


 


Wells Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK12





Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


[Midland Loan Services, a Division of PNC Bank, National Association



10851 Mastin Street, Suite 700



Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head



Fax number: 1-888-706-3565


Email: noticeadmin@midlandls.com]


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


[AEGON USA Realty Advisors, LLC



4333 Edgewood Road NE,



Cedar Rapids, IA 52499



Attention: Gregory A. Dryden, Senior Vice President


Email: gdryden@aegonusa.com; specialservicing@aegonusa.com



Fax number: (319) 355-8030]


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12, Recommendation
of Replacement of [General][NCB][Fair Oaks Mall] Special Servicer



 



    Exhibit W-1


     


    

 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing
Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as
Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of the holders of BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”)
regarding the replacement of the [General][NCB][Fair Oaks Mall] Special Servicer. Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the [General][NCB][Fair Oaks Mall] Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [Midland Loan Services, a Division of PNC Bank, National Association][National
Cooperative Bank, N.A.][AEGON USA Realty Advisors, LLC], in its current capacity as [General][NCB][Fair Oaks Mall] Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that [Midland Loan Services, a Division of PNC Bank, National Association][National Cooperative Bank,
N.A.][AEGON USA Realty Advisors, LLC] be removed as [General][NCB][Fair Oaks Mall] Special Servicer and that [________] be appointed
its successor in such capacity.


 


		Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	

                                                             
	 








 




    Exhibit W-2


     


    

 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Midland Loan Services, a Division of PNC Bank, National Association



10851 Mastin Street, Suite 700



Overland Park, Kansas 66210



Attention: Executive Vice President – Division Head



Fax number: 1-888-706-3565



Email: noticeadmin@midlandls.com]


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


[AEGON USA Realty Advisors, LLC



4333 Edgewood Road NE,


Cedar Rapids, IA 52499


Attention: Gregory A. Dryden, Senior Vice President



Email: gdryden@aegonusa.com; specialservicing@aegonusa.com



Fax number: (319) 355-8030]


 


		Re:	Access to Certain Information Regarding BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), among the Banc
of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A.,
as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor


 






    Exhibit X-1


     


    

 


[___________] [____], 20[__] 

Page 2


 


and as Asset Representations Reviewer. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)][National Cooperative Bank, N.A. (“NCB”)][Midland Loan Services, a Division
of PNC Bank, National Association (“Midland”)][AEGON USA Realty Advisors, LLC (“AURA”)] understands
that [____] (the “Company”) is requesting certain confidential or non-public information relating to the Mortgage
Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo][NCB][Midland][AURA] will
provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to [Wells Fargo][NCB][Midland][AURA] by third parties, (b) may
not have been verified by [Wells Fargo][NCB][Midland][AURA], and (c) may be incomplete or contain inaccuracies. The Company agrees
that [Wells Fargo][NCB][Midland][AURA], the [“General Master Servicer”][“NCB Master Servicer”][“General
Special Servicer”][“NCB Special Servicer”][“Fair Oaks Mall Special Servicer”] (as
defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Wells Fargo][NCB][Midland][AURA]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from [Wells Fargo][NCB][Midland][AURA]; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Wells Fargo][NCB][Midland][AURA]; (c) information that is or becomes publicly available through no fault of Company; and (d)
information that is independently developed by Company. The term “Representatives” with respect to any entity shall
mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal
counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo][NCB][Midland][AURA]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo][NCB][Midland][AURA]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system
or any successor or replacement system (“System”). [Wells Fargo][NCB][Midland][AURA] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo][NCB][Midland][AURA] determines (in its sole discretion) that such termination is necessary for any reason,
including its


 






    Exhibit X-2


     


    

 


[___________] [____], 20[__] 

Page 3


 

determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related
Mortgage Loan documents, or any applicable law. [Wells Fargo][NCB][Midland][AURA] shall cease to provide the Company with Confidential
Information if [Wells Fargo][NCB][Midland][AURA] has actual knowledge that the Company or its Representatives are affiliates of
any borrower under the Mortgage Loan documents and [Wells Fargo][NCB][Midland][AURA] determines that the provision, notice or access
to such Confidential Information would violate the accepted servicing practices or servicing standards as defined in the Pooling
and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential
Information hereunder shall survive the termination of the Company’s access to the Confidential Information. [Wells Fargo][NCB][Midland][AURA]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo][NCB][Midland][AURA] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells
Fargo][NCB][Midland][AURA]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be
executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original
instrument, and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


[___________] [____], 20[__] 

Page 4


 

Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[AEGON USA REALTY ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]











    Exhibit X-4


     


    

 


[___________] [____], 20[__] 

Page 5


 

	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 




    Exhibit X-5


     


    

 


EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I, [identify the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the BANK 2018-BNK12 (the “Exchange Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 



    Exhibit Y-1


     


    

 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A) Wells Fargo Bank,
National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors,
LLC, as Fair Oaks Mall Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B) [List other applicable
reporting servicers]].


 





	Date: 	 	 






	 	 
	President and Chief Executive Officer

Banc of America Merrill Lynch Commercial Mortgage Inc.

(Senior officer in charge of the securitization of the depositor)

	 




 




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


BANK 2018-BNK12 (the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
under that certain Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 



    Exhibit Z-1-1


     


    

 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Fair Oaks Mall
Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 		Name:
	 		Title:











    Exhibit Z-1-2


     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BANK 2018-BNK12 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION][NATIONAL COOPERATIVE BANK, N.A.], as [General][NCB]
Master Servicer under that certain Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing
Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors,
LLC, as Fair Oaks Mall Special Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the [General][NCB] Master
Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the Relevant Period, all servicing information and all reports
(the “Servicer Reports”) required to be submitted by the [General][NCB] Master Servicer to the Certificate Administrator
pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for
the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the [General][NCB] Master Servicer
to the Certificate Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the General
Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer in the special servicer backup certificates
delivered by the General Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer relating to the Relevant
Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance reviews conducted in preparing the servicer compliance statements required to be delivered under 



 



    Exhibit Z-2-1


     


    

 


		 	Article XI of the Pooling
and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the [General][NCB] Master
Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB] Master Servicer under Section 11.09
of the Pooling and Servicing Agreement, the [General][NCB] Master Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the [General][NCB] Master Servicer’s assessment of compliance with the
Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB]
Master Servicer for asset-backed securities with respect to the [General][NCB] Master Servicer or any Servicing Function Participant
retained by the [General][NCB] Master Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the General Special Servicer, NCB Special Servicer and the Fair Oaks Mall Special Servicer,
but other than a Sub-Servicer, Additional Servicer or any other third party retained by the [General][NCB] Master Servicer that
is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing
certifications, neither I nor the [General][NCB] Master Servicer makes any certification under the foregoing clauses (2) and (3)
with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the General Special
Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer under the Pooling and Servicing Agreement. Solely with
respect to the completeness of information and reports, I do not certify anything other than that all fields of information called
for in written reports prepared by the [General][NCB] Master Servicer have been properly completed and that any fields that have
been left blank on their face have been done so in accordance with the CREFC procedures for such report.]


 




    Exhibit Z-2-2


     


    

 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	[WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:]





 





	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:]


  




    Exhibit Z-2-3


     


    

 


EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


BANK 2018-BNK12 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of [Midland Loan Services, a Division of PNC Bank, National Association][National Cooperative
Bank, N.A.][AEGON USA Realty Advisors, LLC] as [General][NCB][Fair Oaks Mall] Special Servicer under that certain Pooling and Servicing
Agreement dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), entered into by Banc of America Merrill
Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master
Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wilmington Trust, National
Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, on behalf of the [General][NCB][Fair Oaks Mall] Special Servicer, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, and with the knowledge and intent that the applicable Certification
Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required
to be submitted by the [General][NCB][Fair Oaks Mall] Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion
in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted
by the [General][NCB][Fair Oaks Mall] Special Servicer to the General Master Servicer, the NCB Master Servicer, the Depositor,
the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the [General][NCB][Fair Oaks Mall] Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge
and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered under Article
XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the [General][NCB][Fair
Oaks Mall] Special Servicer, and except as disclosed in the compliance certificate delivered by the [General][NCB][Fair Oaks Mall]
Special Servicer 



 



    Exhibit Z-3-1


     


    

 


	 	under Section 11.09 of the Pooling and Servicing Agreement, the [General][NCB] Special Servicer has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the [General][NCB][Fair Oaks Mall] Special Servicer with respect to the Trust’s
fiscal year _____ have been provided all information relating to the [General][NCB][Fair Oaks Mall] Special Servicer assessment
of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards
for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the [General][NCB][Fair
Oaks Mall] Special Servicer for asset-backed securities with respect to the [General][NCB][Fair Oaks Mall] Special Servicer or
any Servicing Function Participant retained by the [General][NCB][Fair Oaks Mall] Special Servicer and related attestation report
on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in
such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	[General][NCB][Fair
                                         Oaks Mall] Special Servicer
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 





    Exhibit Z-3-2


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


BANK 2018-BNK12 (The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely
upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:








 




    Exhibit Z-4-1


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


BANK 2018-BNK12 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating
Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty
Advisors, LLC, as Fair Oaks Mall Special Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the Operating Advisor,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that applicable Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the General Master Servicer, the NCB Master
Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for
inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
“Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor
Periodic Information”) have been submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 



    Exhibit Z-5-1


     


    

 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park
    Bridge Lender Services LLC
	 	 	 	 
		By:	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park
                                         Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	
	 	By:	   
	 	 	Name:
	 	 	Title:








 




    Exhibit Z-5-2


     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


BANK 2018-BNK12 (The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty
Advisors, LLC, as Fair Oaks Mall Special Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization of a Serviced
Companion Loan and their respective officers, directors and affiliates, to the extent that the following information is within
our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that
the applicable Certification Parties will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 



    Exhibit Z-6-1


     


    

 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-6-2


     


    

 


EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BANK 2018-BNK12 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of PARK BRIDGE LENDER SERVICES LLC (the “Asset Representations Reviewer”) as
Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of May 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty
Advisors, LLC, as Fair Oaks Mall Special Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the
knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the General Master Servicer,
the NCB Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the
“Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer
to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable,
for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 	 
	 	Park
    Bridge Lender Services LLC
	 	 
	 	By:	Park
    Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:
    	Park
    Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    Exhibit Z-7-2


     


    

 


EXHIBIT AA


 


SERVICING CRITERIA TO BE ADDRESSED


IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	APPLICABLE Servicing Criteria	applicable Party(IES)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer
Custodian (as applicable)

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	 	Cash Collection and Administration	 



 






    Exhibit Z-1 


     


    

 


	APPLICABLE Servicing Criteria	applicable Party(IES)
	Reference	Criteria	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator



 



    Exhibit Z-2 


     


    

 


	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	
        Trustee (as applicable)1

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	
        Certificate Administrator

        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator
Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	
        Custodian
General Master Servicer

        NCB Master Servicer

        



 


 






1 Only to the extent
that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year.


 






    Exhibit AA-1


     


    

 


	 	 	General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	
        Certificate Administrator
General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	
        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	
        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer
Operating Advisor

	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	
        General Master Servicer

        NCB Master Servicer

        General Special Servicer

        NCB Special Servicer

        Fair Oaks Mall Special Servicer

	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	
        General Master Servicer

        NCB Master Servicer

	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	
        General Master Servicer

        NCB Master Servicer




 






    Exhibit AA-2


     


    

 


	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
General Master Servicer and the General Special Servicer, the General Master Servicer and the Fair Oaks Mall Special Servicer or
the NCB Master Servicer and the NCB Special Servicer are the same entity, the General Master Servicer and the General Special Servicer,
the General Master Servicer and the Fair Oaks Mall Special Servicer or the NCB Master Servicer and the NCB Special Servicer, as
applicable, may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of
Regulation AB.


 



    Exhibit AA-3


     


    

 





EXHIBIT
BB


 


ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements,
annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of
such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer
(in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer (in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB
Special Servicer or the Fair Oaks Mall Special Servicer be required to provide any information for inclusion in a Form 10-D that
relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this Series 2018-BNK12 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the
Fair Oaks Mall Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
1111(h) of Regulation AB

        ●     Item
1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	
        ●     Each
        Master Servicer

         

        ●     Certificate
        Administrator

         




 



    Exhibit BB-1


     


    

 


	Item on Form 10-D	Party Responsible
	
        Item 1B: Distribution and Pool Performance Information:

         

        ●     Item
1121(a)(14) of Regulation AB

        ●     Item
1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer

         

	
        Item 2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Each
        Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	Item 3:  Sale of Securities and Use of Proceeds

                                                                                 
	●     Depositor
	Item 4:  Defaults Upon Senior Securities

                                                                                 
	●     Certificate Administrator
	Item 5:  Submission of Matters to a Vote of Security Holders

                                                                                 
	●     Certificate Administrator



 



    Exhibit BB-2


     


    

 


	Item on Form 10-D	Party Responsible
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but
        not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	
        ●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         

	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
1114(b)(2) and Item 1115(b) of
	●     Depositor



 



    Exhibit BB-3


     


    

 


	Item on Form 10-D	Party Responsible
	Regulation AB

                                                                                 
	 
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date)

        ●     Each
Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
Date)

        ●     Each
Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
Distribution Date)

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)

	
        Item 10: Exhibits (no.
        3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 10: Exhibits (no.
        4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator

        ●     Depositor

         

        provided that, in each case, that this
shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate




 



    Exhibit BB-4


     


    

 


	Item on Form 10-D	Party Responsible
	 	Administrator, then the Depositor
shall be the responsible party.
	
        Item 10: Exhibits (no.
        10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no.
        22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report.
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no.
        23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 10: Exhibits (no.
        24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 10: Exhibits
(no. 99)
	●     Not Applicable.



 



    Exhibit BB-5


     


    

 


	Item on Form 10-D	Party Responsible
	 

                                                                                                                                                Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	 
	
        Item 10: Exhibits (no.
        100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.
	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
1111(h) of Regulation AB

        ●     Item
1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	
        ●     Certificate
        Administrator

         





 



    Exhibit BB-6


     


    

 


EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer
(in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer (in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB
Special Servicer or the Fair Oaks Mall Special Servicer be required to provide any information for inclusion in a Form 10-K that
relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this Series 2018-BNK12 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the
Fair Oaks Mall Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K 	Party Responsible
	Item 1B: Unresolved Staff Comments	●     Depositor



 






    Exhibit CC-1 


     


    

 


	
        Item 9B: Other Information, but only to the
        extent of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported
        as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
        as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure”

         
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	●     The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     Depositor



 






    Exhibit CC-2 


     


    

 


	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
        only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
        of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
        applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
        or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
        Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only
        net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
        was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only
        to the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         

	
        Instruction J(2)(c) (Significant Enhancement
        Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor



 






    Exhibit CC-3 


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Each Master Servicer
        (as to itself)

         

        ●     Each Special Servicer
        (as to itself)

         

        ●     Certificate Administrator
        (as to itself)

         

        ●     Trustee (as to itself)

         

        ●     Depositor (as to itself)

         

        ●     Trustee/Certificate
        Administrator / each Master Servicer/Depositor/ each Special Servicer as to the Trust (whichever of them is in principal control
        of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●      Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how
        there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on
        the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust
        and (4) any other party listed under this item as a “Party Responsible”; provided, however, that
        an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,

          
	
        ●     Each
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
        Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     Each
        Special Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a 

       



 






    Exhibit CC-4 


     


    

 




	
        

        

        but only the existence and (if existent) the
        general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
        the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
        third party (apart from the Series 2018-BNK12 transaction) between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
        Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding
        (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10 K
        if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c) of Regulation AB,

         

        but only the existence and (if existent) a
        description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series
        2018-BNK12 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of
        its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
        and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed
        within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as 

        
	
              “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10
        K is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10 K is due.

         



 






    Exhibit CC-5 


     


    

 


	“Additional Form 10 K Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how
        there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
        or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent)
the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with
an unrelated third party (apart from the Series 2018-BNK12 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was previously reported as 
	
        ●     Depositor

        

        ●     Each
        Mortgage Loan Seller

         




 






    Exhibit CC-6 


     


    

 





	
        “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a
        description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series
        2018-BNK12 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of
        its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	
         






	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
        liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights
        of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee

        

        ●     Certificate
        Administrator

        

        ●     Depositor

         

        provided that, in each
case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling 

         
	 



 






    Exhibit CC-7 


     


    

 


	 	and
    Servicing Agreement

                                                                                                                                                                   

                                                                                                                                                                  provided,
                                         further, in each case, that in the event any reportable agreement is
                                         executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
                                         shall be the responsible party.

                                                                                 
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item
        601 of Regulation S-K)

         
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share
        earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios
        (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10
        Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
        of Regulation S-K).

         
	●     Not Applicable	 



 






    Exhibit CC-8 


     


    

 


	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles
        (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18
        of Item 601 of Regulation S-K)

         
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
        to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1
        of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
        of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and
        Servicing Agreement.

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2
        of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for
        purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
        11.13 of this Pooling and Servicing 

         
	
        ●     Each
        Master Servicer

        

        ●     Each
        Special Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided, however, in
        each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to
        the extent that such party is 

         
	 



 






    Exhibit CC-9 


     


    

 


	Agreement.	required
    to deliver or cause the delivery of the related attestation report.
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
        601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
        No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
        No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32
        of Item 601 of Regulation S-K).

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No.
        35 

         
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.



 






    Exhibit CC-10 


     


    

 


	of Item 601 of Regulation S-K).	 	 
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
        Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
        601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of
        Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	
        Item 15: Exhibit (no. 101)

         

        Interactive Data File (Exhibit No. 101 of
        Item 601 of Regulation S-K).

         
	Not Applicable	 
	
        Item 15: Exhibit (no. 102)

         

        Asset Data File (Exhibit No. 102 of Item 601
        of Regulation S-K).

         
	[Certificate Administrator]

[Depositor]	 
	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No, 103 of
        Item 601 of Regulation S-K).

         
	
        [Certificate Administrator]

        

        [Depositor]

         
	 



 






    Exhibit CC-11 


     


    

 


EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the NCB Special Servicer and the Fair Oaks Mall Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the
Fair Oaks Mall Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the NCB Special Servicer or the Fair Oaks Mall Special Servicer be required
to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which such Master Servicer or such
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2018-BNK12 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer and the Fair Oaks Mall Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible
	Item 1.01: Entry into a Material Definitive Agreement	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to Item
1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
asset-backed securities transaction, even if the registrant is not a party to such 

         




 






    Exhibit DD-1 


     


    

 


	 	        agreement),
    in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such
    amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment
    or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged
    by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been
    executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party
    Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	●     Depositor	 
	Item 2.04: Triggering Events that Accelerate 	
        ●     Depositor 
	 



 






    Exhibit DD-2 


     


    

 


	or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	●     Certificate
        Administrator
	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 6.01: ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

         

        ●     Depositor

         

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
        Administrator

         

        ●     Each
        Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Each
        Master Servicer (as to a party appointed by such Master Servicer)

         

        ●     Each
        Special Servicer

         

        ●     Certificate
        Administrator

         

        ●     Depositor

         

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

         

        ●     Certificate
        Administrator

         

	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●     Depositor
	Item 7.01: Regulation FD Disclosure	●     Depositor
	Item 8.01: Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
        601 of Regulation S-K)

         
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        

         
	●     Depositor



 






    Exhibit DD-3 


     


    

 


	Plan of acquisition, reorganization, arrangement,
        liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)	 
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
        of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        provided that, in each case, that
        this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
        regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
        of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
        No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable



 






    Exhibit DD-4 


     


    

 


	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
        601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
        601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of
        Item 601 of Regulation S-K).

         
	●     Not Applicable.



 






    Exhibit DD-5 


     


    

 


EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Banc of America Merrill Lynch Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12—SEC
REPORT PROCESSING


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, the undersigned, as [            ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 



    Exhibit EE-1


     


    

 





Any inquiries related to this notification
should be directed to [                              ], phone number: [                         ]; email address: [                                    ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc: Depositor


 



    Exhibit EE-2


     


    

 





EXHIBIT
FF



INITIAL SUB-SERVICERS


 


		1.	Barry S. Slatt Mortgage Company



 


		2.	Berkadia Commercial Mortgage LLC



 


		3.	CBRE Loan Services, Inc.



 


		4.	Sunrise Mortgage and Investment Company



 



    Exhibit FF-1


     


    

 





EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


 None.




 



    Exhibit GG-1


     


    

 





EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BANK 2018-BNK12, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK12 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer][National Cooperative Bank, N.A.,
as NCB Master Servicer][Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer][National
Cooperative Bank, N.A., as NCB Special Servicer][AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer][Wells Fargo
Bank, National Association, as [Certificate Administrator][Custodian]][Wilmington Trust, National Association, as Trustee] (the
“Certifying Servicer”), certify to Banc of America Merrill Lynch Commercial Mortgage Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 




 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer]

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

as General Special Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Special Servicer]


[AEGON USA REALTY ADVISORS, LLC,


as Fair Oaks Mall Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee]


 



    Exhibit HH-1


     


    

 


	By:	 	 
	 	Name:	 
	 	Title:	 




 



    Exhibit HH-2


     


    

 





EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



1 Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to
be issued), if applicable.


 



    Exhibit II-1


     


    

  


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 


	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit II-2


     


    

 





EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 



    Exhibit JJ-1


     


    

 





EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS NOTIFICATION


 


VIA E-MAIL:


 


To: Wells Fargo Bank, National Association,
as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref: BANK 2018-BNK12, Additional Debt Notice
for From 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	Portfolio Name	Mortgage

Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	BANK 2018-BNK12	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	
        $
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BANK 2018-BNK12	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	
        $
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BANK 2018-BNK12	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	
        $
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit KK-1


     


    

 


EXHIBIT
LL



[RESERVED]


 



    Exhibit LL-1


     


    

 





EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and among
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Accounts
and REO Account balance information:


 


	Account Name	Beginning Balance as of MM/DD/YYYY	Ending Balance as of MM/DD/YYYY
	General Master 

Servicer’s Collection 

Account	 	 
	NCB Master 

Servicer’s Collection 

Account	 	 
	REO Account	 	 


 



    Exhibit MM-1


     


    

 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                        ], phone number: [                               ]; email address: [                                  ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc: Depositor


 



    Exhibit MM-2


     


    

 





EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK12


Email: trustadministrationgroup@wellsfargo.com

and cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

as General Master Servicer


Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

Telecopy Number: (704) 715-0036


 


National Cooperative Bank, N.A. 

as NCB Master Servicer and
NCB Special Servicer


2011 Crystal Drive, Suite 800


Arlington, Virginia 22202


Attention: Kathleen Luzik, Chief Operating Officer


Facsimile number (703) 647-3473


Email: kluzik@ncb.coop


 


Midland Loan Services, a Division of PNC Bank, National
Association 

as General Special Servicer


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: 1-888-706-3565


Email: noticeadmin@midlandls.com


 


AEGON USA Realty Advisors, LLC 

as Fair Oaks Mall Special
Servicer


4333 Edgewood Road NE,
 Cedar Rapids, IA 52499
 Attention: Gregory A. Dryden, Senior Vice
President


 



    Exhibit NN-1


     


    

 


Email: gdryden@aegonusa.com; specialservicing@aegonusa.com
 Fax number: (319) 355-8030


 


Park Bridge Lender Services LLC

as Operating Advisor


600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2018-BNK12 – Surveillance Manager (with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
May 1, 2018, by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special
Servicer, Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer



 


This letter is delivered to you, pursuant
to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Contact Info: [Tel/Email]	 




  


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority
interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent that any Control Termination
Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under
the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on
your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the


 



    Exhibit NN-2


     


    

 


Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    Exhibit NN-3


     


    

 





EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Test[s]] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 



    Exhibit OO-1


     


    

 


	 	Park
    Bridge Lender Services LLC
	 	       as
    Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a
    New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member




 


	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exhibit OO-2


     


    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 



 



    Exhibit OO-3


     


    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Test[s]] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 


 



1 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information.


 



    Exhibit PP-1


     


    

 


	 	Park
    Bridge Lender Services LLC
	 	       as
    Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a
    New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member




 


	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exhibit PP-2


     


    

 





Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity




 



    Exhibit PP-3


     


    

 


EXHIBIT
QQ



ASSET REVIEW PROCEDURES


 


In
the event of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall control and govern the Asset Representation Reviewer’s responsibilities and duties with respect to the Asset
Reviews.


 


Call
for Review and Collection and Inventory of Review Materials 


 


	Step
1		Asset
                                         Representations Reviewer (“ARR”) receives the following items before
                                         beginning its review:



 


		■	CREFC®
                                         Delinquent Mortgage Loan Status Report



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Subject Loans



 


		■	Review
                                         Materials for each Subject Loan via Secure Data Room access, including the Diligence
                                         File



 


		■	Any
                                         Unsolicited Information (if applicable)



 

Step 2 For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in
the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents
provided in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage
Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 






    QQ-1


    


    

 


Step
3                   If
ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents and, within the
time periods specified in Section 12.01 of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) of such missing documents, and request that
the Master Servicer or the Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in
its possession and (ii) in the event any missing documents are not provided by the Master Servicer or the Special Servicer, as
the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties 


 


Step
4                   For
each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of such Subject Loan, ARR
tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect
to such Subject Loan as follows:


 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller.



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty;



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller; and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion;



 


		○	completing
                                         the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
                                         herein with respect to each representation and warranty.



 


		●	ARR
                                         will not attempt (and has no obligation) to determine the materiality of any potential
                                         breach of a representation or warranty



  




    QQ-2


    


    

 





	 	 	that
                                         it discovers evidence of during its review as contemplated herein.


 






    QQ-3


    


    

 





EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) - BANK 2018-BNK12

Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	BANK
                                         2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of May 1, 2018 (the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch
Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer, Wilmington Trust, National Association,
as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer][an
                                         authorized representative of the Depositor][a designee of the Depositor].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 




    Exhibit RR-1


    


    

 


 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME
                                         OF PARTY],
	 	as
                                         [role]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:



 


	Dated:

    
	 	 


  





	[Banc of America Merrill Lynch Commercial
Mortgage Inc.,	 
	as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]

                                         [Title]	 


 


 





*  Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 








    Exhibit RR-2


    


    

 


EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF 

DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


	 	 	 
	
        Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset 

Manager

        Commercial.servicing@wellsfargo.com
	 	
        Midland Loan Services, a Division of PNC 

Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division 

Head

Fax number: 1-888-706-3565 

        Email: noticeadmin@midlandls.com

         

	 	 	 
	
        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating 

Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop
	 	AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE,

Cedar Rapids, IA  52499

Attention:  Gregory A. Dryden, Senior Vice 

President 

Email: gdryden@aegonusa.com; 

specialservicing@aegonusa.com 

Fax number:  (319) 355-8030
	
        Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2018-BNK12 Surveillance 

Manager (with a copy sent contemporaneously 

via email to: cmbs.notices@parkbridgefinancial.com)
	 	 


 


		Attention:	BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of May 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall Special Servicer,
Wilmington Trust, National Association, as Trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset


 



    Exhibit SS-1


     


    

 

Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION
DATE]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells Fargo Bank, National
Association, as Certificate Administrator for the Holders of the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK12
	 	 
	 	By:	 
	 	 	[Name]




	 	 	[Title]


 




    Exhibit SS-2


     


    

 


EXHIBIT TT



FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT 

FOR NCB CO-OP MORTGAGE LOANS


 


THIS INTERCREDITOR AGREEMENT
AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__ between [_______], a [___________]
having an office at [__________] in its capacity as senior lender (“Lender”), and [_________], a [_________]
having an office at [__________] in its capacity as subordinated lender (“Subordinated Lender”).


 


W I T N E S S E T H:


 


WHEREAS, Lender is the
holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the date hereof in
the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage upon the Project
(hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS, Subordinated
Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower in the amount
of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage upon the
Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS, Lender and Subordinated
Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective interests in the
Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements with Borrower;


 


NOW, THEREFORE, in consideration
of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Lender and Subordinated Lender agree as follows:


 


Defined Terms.
As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall otherwise
require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 






    Exhibit TT-1


     


    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or
under management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning
commercial or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event of Default”
– Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has occurred and is continuing
beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and the Subordinated Loan Documents,
any default thereunder which has occurred and is continuing beyond any applicable grace or curative period.


 


“Loan Documents”
– Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation, those certain documents
made by Borrower creating a first lien upon the Project and any other documents evidencing and securing the Loan, in effect on
the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from time to time, in accordance
with the terms hereof.


 


“Permitted Fund
Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund
with committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any federal,
state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements
located or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 






    Exhibit TT-2


     


    

 


“Qualified Transferee”
– Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of the following:


 


(A)          a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)           an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the
Eligibility Requirements;


 


(C)           an institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that
satisfies the Eligibility Requirements;


 


(D)           any entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)           a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special
Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect
to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A),
(B), (C) or (D) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in
the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more
entities that are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the
relevant trustee, special servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced
by a Person meeting the requirements of this clause (E) within thirty (30) days; or


 


(F)           an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager
or an entity that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the
general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned,
directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or
(D) of this definition.


 


“Qualified Trustee”
– Shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers


 



    Exhibit TT-3


     


    




and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or
examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an
institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the
Rating Agencies.


 


“Rating Agencies”
– Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized statistical
rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that have rated
any of the Certificates.


 


“Rating Agency
Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence of the
event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require a Rating Agency
Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required Special
Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special
servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the
twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.             Approval of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)           Subordinated Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions
of this Agreement, hereby consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Loan Documents, (ii) the continued performance of the Loan Documents


 



    Exhibit TT-4


     


    

 


will not constitute
a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated
Loan Documents, and (iii) any application or use of the proceeds of the Loan for purposes other than those provided in the
Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)           Lender hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this
Agreement, hereby consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this
Agreement, all of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance
of the Subordinated Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time,
or both, would constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated
Loan for purposes other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and
provisions of this Agreement or the Subordinated Loan Documents.


 


2.             Representations and Warranties.


 


(a)            Subordinated Lender hereby represents and warrants as follows:


 


(i)             Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)           Subordinated Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security
interest, option or other charge or encumbrance.


 


(iii)          There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)          Subordinated Lender has, independently and without reliance upon Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.


 


(v)           Subordinated Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized
with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)          All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated
Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)         Subordinated Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and
binding agreement of Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 



    Exhibit TT-5


     


    

 


(a) applicable
bankruptcy, reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless
of whether a proceeding is brought in law or in equity.


 


(viii)        To Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization
of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in
connection with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated
Lender of the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)           None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated
by this Agreement will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated
Lender, (b) to Subordinated Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or
otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both,
would constitute) a default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to
which Subordinated Lender is a party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge,
result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest
upon the properties or assets of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture,
agreement, franchise, or other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator,
administrative agency or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated
Lender or upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s
knowledge, constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)            The Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)           Lender hereby represents and warrants as follows:


 


(i)             Lender has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s
actual knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would
constitute a default under any of the Loan Documents.


 


(ii)            Lender is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge
or encumbrance.


 


(iii)           There are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or
waived.


 






    Exhibit TT-6


     


    

 


(iv)          Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power
to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)           All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been
duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vi)          Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement
of Lender enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency
and moratorium laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in
law or in equity.


 


(vii)         To Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated by
this Agreement other than those that have been obtained.


 


(viii)        None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated
by this Agreement will (a) violate or conflict with any provision of the organizational or governing documents of Lender,
(b) to Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any
other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a
default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender
is a party or to which any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien,
charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of Lender
pursuant to the terms of any such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument,
(d) violate any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental
or regulatory body of which Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets,
or business of Lender or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation
that is applicable to Lender.


 


(ix)          The Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.             Subordination and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated
Loan Documents (and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated
Loan, in each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby
and all of the foregoing (collectively, the


 



    Exhibit TT-7


     


    

 


“Subordinated Interests”) shall at all times be junior, subject
and subordinate to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights
and remedies contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions
thereof shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and
agreed that the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the
Project. In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced
by the Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and
the obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without
limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise)
from Borrower and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the
Loan Documents) under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance
in full of all amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account
of the Subordinated Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated
Lender contrary to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit
of Lender and shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the
case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the
Loan in accordance with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making
protective advances (and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence
of a default under the Loan at such time.


 


4.             Modifications, Amendments, Etc.


 


(a)            Lender shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior
Loan Modification”) of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase
the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of
Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may
permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert
or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend
or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with
any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured
on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the
period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or
premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided,
however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification
in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence
of an Event of Default


 



    Exhibit TT-8


     


    

 


(as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i)
(with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated
Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under
the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest
accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.


 


(b)           Subordinated Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated
Loan Modification”) of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan
Modification shall (i) increase the interest rate or principal amount of the Subordinated Loan, (ii) increase in any
other material respect any monetary obligations of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled
maturity date of the Subordinated Loan (except that Subordinated Lender may permit Borrower to exercise any extension options in
accordance with the terms and provisions of the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan
into or for any other indebtedness or subordinate the Subordinated Loan to any indebtedness of Borrower, (v) provide for any
additional contingent interest, additional interest or so called “kicker” measured on the basis of the cash flow or
appreciation of the Project (or other similar equity participation), (vi) amend or modify the provisions of the Subordinated
Loan Documents limiting transfers of direct or indirect interest in Borrower, (vii) modify or amend the terms and provision
of any Subordinated Loan Document with respect to the manner, timing or method of the application of payments under the Subordinated
Loan Documents, (vi) cross default the Subordinated Loan with any other indebtedness, or (vii) amend or modify the provisions
limiting transfers of interests in the Borrower or the Project. Notwithstanding anything to the contrary contained herein, if an
Event of Default exists under the Subordinated Loan Documents, Subordinated Lender shall be permitted to modify or amend the Subordinated
Loan Documents in connection with a work out or other surrender, compromise, release, renewal or modification of the Subordinated
Loan except that under no conditions shall clause (i), with respect to increases in principal amounts only, clause (ii),
clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v) be modified without the written
consent of the Lender. In addition and notwithstanding the foregoing provisions of this Section 6(b), any amounts funded by
the Subordinated Lender under the Subordinated Loan Documents as a result of (A) the making of any Protective Advances or
other advances by the Subordinated Lender, or (B) interest accruals or accretions and any compounding thereof (including default
interest), shall not be deemed to contravene this Section 6(b).


 


(c)            Lender shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations,
spreaders, restatements, alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation,
any side letters, waivers or consents entered into, executed or delivered by Lender) within a reasonable time after any of such
applicable instruments have been executed by Lender.


 


(d)           Subordinated Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations,
spreaders, restatements, alterations,


 



    Exhibit TT-9


     


    

 


changes or revisions to any one or more of the Subordinated Loan Documents (including, without
limitation, any side letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable
time after any of such applicable instruments have been executed by Subordinated Lender.


 


5.             Default Notice.


 


(a)            Subordinated Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving
of such notice of default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default.
Lender may, but shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by
Lender as and for the cure by Borrower.


 


(b)           Lender shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice
of default to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may,
but shall not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and
for the cure by Borrower.


 


6.             Casualty and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion
of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have
a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event
(the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no
lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement,
and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan.
Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed
by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably
requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect
the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however,
and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to
restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents
and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 



    Exhibit TT-10


     


    

 


for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.             Foreclosure of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall
remain outstanding, (A) due notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given
to Lender, and true copies of all papers served or entered in such action will be delivered to Lender, (B) no portion of the
rents, issues and profits of the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents
except through a receiver appointed by the court in which such foreclosure action is brought, after due notice for the appointment
of such receiver shall have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be
applied first to the payment of taxes, maintenance and operating charges and disbursements incurred in connection with the operation
and maintenance of the Project and next to the payment of principal and interest (including, without limitation, default interest
and late payment charges) due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action
shall be brought for the foreclosure of the Loan Documents and an application shall be made for an extension of the receivership
for the benefit of Lender, all such rents, issues and profits held by such receiver as of the date of such application shall be
applied by the receiver solely for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof
until Lender has received all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents
to, and shall not object to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated
Lender further agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during
which a receiver shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or
caused the appointment of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to
take all action reasonably necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.             Rights of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective
Advance by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior
to the payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies
under the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall
not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other
collateral now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan
Documents or the liens, rights, estates and interests created thereby.


 


9.             Transfer of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest
in the Subordinated Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which
case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement,
or (ii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated
Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the
representations and warranties contained herein for the benefit of the Lender.


 






    Exhibit TT-11


     


    

 


At least five (5) days
prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification that such transfer
will be made in accordance with this Section 9, such certification to include the name and contact information of the Qualified
Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated Lender acknowledges
that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that
such Rating Agencies may charge customary fees in connection with any such action, which fee, together with any and all other reasonable
costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same, including, without limitation,
reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender may, from time
to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any such Transfer
or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects set forth in this
Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions of this Agreement.


 


Notwithstanding anything
contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.           Notices. All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage
prepaid, return receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices
shall be deemed to have been given when received. Either party may change its address for notices hereunder by written notice to
the other party.


 


11.           Obligations Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated
Lender under this Agreement shall remain in full force and effect irrespective of:


 


(i)            any lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or
instrument relating thereto;


 


(ii)           any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of
or consent to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)          any manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan,
or any manner of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any
other assets of Borrower or any other Affiliates of Borrower;


 


(iv)          any change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of
Borrower; or


 





    Exhibit TT-12


     


    

 


(v)           any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated
creditor or a Lender subject to the terms hereof.


 


12.           Continued Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated
Lender upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.           Estoppel.


 


(a).           Subordinated Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement
setting forth the then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest
under the Subordinated Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists
under the Subordinated Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied
upon by Lender and by any prospective purchaser of all or any interest in the Loan.


 


(b).          Lender shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a
written statement setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest
under the Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being
intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any
prospective purchaser of all or any interest in the Subordinated Loan.


 


14.           No Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to
inure to Borrower, or any other Person other than the respective successors and permitted assignees of the parties hereto. This
Agreement may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement
of any change is sought.


 


15.           Counterpart Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an
original, and all of which together shall constitute one and the same agreement.


 


16.           No Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.


 


17.           No Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or
joint tenancy relationship between or among any of the parties hereto.


 






    Exhibit TT-13


     


    

 


18.           Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference, and are
not and shall not be deemed to be a part hereof.


 


19.           Conflicts. In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this
Agreement shall control.


 


20.           No Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform
all of the terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of
Borrower under the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions,
obligations, covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under
the Subordinated Loan Documents.


 


21.           Severability. In the event that any provision of this Agreement or the application hereof to any party hereto shall,
to any extent, be invalid or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall
be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation
or rule of law, and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties,
jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby
nor shall same affect the validity or enforceability of any other provision of this Agreement.


 


22.           Expenses.


 


(a)           Subordinated Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Lender against Subordinated Lender hereunder to the extent that
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe
any of the provisions hereof.


 


(b)           Lender agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in
connection with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the
extent that Subordinated Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform
or observe any of the provisions hereof.


 


23.           Injunction. Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary
damages are not an adequate remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated
Lender hereunder would cause irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach
of this Agreement by the other, the remedies of


  



    Exhibit TT-14


     


    

 


injunction, declaratory judgment and specific performance shall be available to
such non breaching party.


 


24.           Each of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated
Loan Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated
Lender agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.           Waiver of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH
ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.           Successors and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and
their respective permitted successors and assigns. Lender shall have the right to record this Agreement.


 


27.           Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed
and interpreted in accordance with the laws of the State of New York.


 


28.           Amendments. No provision of this Agreement shall be waived, amended or supplemented except by written agreement of
the party charges with such waiver, amendment or supplement.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 








	 	LENDER:
	 	 
	 	[__________]
	 	 	 
	 	By:	 


 





	 	SUBORDINATED LENDER:
	 	 
	 	[__________]
	 	 	 
	 	By:	 



 






    Exhibit TT-15


     


    







 




	STATE OF NEW YORK	)	 
	 	)	  ss.:
	COUNTY OF NEW YORK	)	 


 


On the __ day of ________
in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 





	 	 	Signature and
    Office of individual

    taking acknowledgment


 





	STATE OF NEW YORK	)	 
	 	)	  ss.:
	COUNTY OF NEW YORK	)	 


 


On the ___ day of _________
in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 





	 	 	Signature and
    Office of individual

    taking acknowledgment


 


 




    Exhibit TT-16


     


    

 


SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	CoolSprings Galleria



 


		2.	One Dulles Tower



 


		3.	Fair Oaks Mall



 


		4.	Rittenhouse Hill



 


		5.	181 Fremont Street



 


		6.	Extra Space – TIAA Self Storage Portfolio



 


		7.	The Gateway



 


		8.	Northwest Hotel Portfolio



 


		9.	North Bay Portfolio



 


		10.	Apple Campus 3



 


		11.	444 East 86th Owners Corp.



 


		12.	Carlshire Tenants, Inc.



 


		13.	Hudson Courts Owners, Inc.



 


		14.	229 East 79 Limited



 


		15.	3755 Owners Ltd.



 


		16.	Fairfield Greens Owners, Inc.



 


		17.	Greystone in Westchester Cooperative #1 Inc.



 


		18.	6200 Riverdale Avenue Corp.



 


		19.	180 South Middle Neck Road Corp.



 


		20.	3215 Arlington Avenue Owners Corp.



 


		21.	Top of the Lofts, Inc.



 


		22.	208-216 East 82nd Street Owners Corp.



 


		23.	Braddock Avenue Owners, Inc.



 






     Schedule 1-1


     


    

 


		24.	Hillpark Plaza Inc.



 


		25.	Syldor Apartment Corp.



 


		26.	250 Cabrini Boulevard, Inc.



 


		27.	49 West 12 Tenants Corp.



 


		28.	57-65 West 93 Corp.



 


		29.	Hamilton Cooperative Apartments, Inc.



 




     Exhibit SS-2


     


    

 


SCHEDULE 2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See Annex E to the Prospectus


 




     Schedule 2-1


     


    

 


SCHEDULE 3



Mortgage Loans (Other than NCB Co-op Mortgage Loans) With Significant Escrows or Reserves


 


	Mortgage Loan Number	Mortgage Loan Name	Reserve Description	Applicable Escrow or Reserve (Initial Amount)
	1	CoolSprings Galleria	General TI/LC	$3,000,000
	1	CoolSprings Galleria	Tenant Specific TI/LC	$2,107,816
	1	CoolSprings Galleria	Excess Cash	$0
	2	One Dulles Tower	Amazon TI/LC and Rent Concessions	$42,441,063
	19	6th & Sable Retail	Upfront TI/LC	$550,000
	23	Holiday Inn Express at the Stadiums	Property Improvement Plan	$1,000,000




 






     Schedule 3-1