Exhibit 4.5


 


EXECUTION VERSION










	 



  





WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR PARTNERS, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer





	 	 	 









 


POOLING AND SERVICING AGREEMENT


 


Dated as of December 1, 2018





	 	 	 



  


Commercial Mortgage Pass-Through Certificates

Series 2018-C48


	 






 









     


     


    

 


Table of
Contents








 




	 	 	 	Page
	 
	ARTICLE I


 


DEFINITIONS



	 
	Section 1.01	Defined Terms	 	6
	Section 1.02	Certain Calculations	 	116
	 

                    ARTICLE II

                     

                    CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
                    OF CERTIFICATES

                     

	Section 2.01	Conveyance
of Mortgage Loans	 	117
	Section 2.02	Acceptance
by Trustee	 	125
	Section 2.03	Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
in Mortgage Files and Breaches of Representations and Warranties	 	129
	Section 2.04	Execution
of Certificates; Issuance of Lower-Tier Regular Interests	 	146
	Section 2.05	Creation of the Grantor Trust	 	146
	ARTICLE III


 


ADMINISTRATION AND SERVICING OF THE TRUST FUND

 



	Section 3.01	Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	147
	Section 3.02	Collection of Mortgage Loan Payments	 	154
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	160
	Section 3.04 	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account and the Excess Interest Distribution Account	 	165
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion
Distribution Account	 	172
	Section 3.06	Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund	 	182
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	184
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	190
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	195
	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	198
	Section 3.11	Servicing Compensation	 	200



 






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	Section 3.12	Inspections; Collection of Financial Statements; Delivery of Reports.	 	206
	Section 3.13	Access to Certain Information	 	212
	Section 3.14	Title to REO Property; REO Account	 	226
	Section 3.15	Management of REO Property	 	227
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	230
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	 	236
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	239
	Section 3.19	Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping;
Asset Status Report	 	251
	Section 3.20	Sub-Servicing Agreements	 	258
	Section 3.21	Interest Reserve Account	 	261
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special
Servicer	 	262
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder; Certain Rights and Powers
of Directing Certificateholder	 	262
	Section 3.24	Intercreditor Agreements	 	266
	Section 3.25	Rating Agency Confirmation	 	268
	Section 3.26	The Operating Advisor	 	270
	Section 3.27	Companion Paying Agent	 	279
	Section 3.28	Serviced Companion Noteholder Register	 	280
	Section 3.29	Certain Matters Relating to the Whole Loans	 	280
	Section 3.30	[RESERVED].	 	283
	Section 3.31	Resignation Upon Prohibited Risk Retention Affiliation	 	283
	Section 3.32	Litigation Control	 	283
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	287
	ARTICLE IV


 


DISTRIBUTIONS TO CERTIFICATEHOLDERS

 



	Section 4.01	Distributions	 	287
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of
Attorney	 	298
	Section 4.03	P&I Advances	 	304
	Section 4.04	Allocation of Realized Losses	 	307
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	308
	Section 4.06	Grantor Trust Reporting	 	313
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document
Request Tool	 	314
	Section 4.08	Secure Data Room	 	317
	 

                    ARTICLE V

                     


THE CERTIFICATES

 



	Section 5.01	The Certificates	 	318
	Section 5.02 	Form and Registration	 	319



 






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	Section 5.03	Registration of Transfer and Exchange of Certificates	 	322
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	332
	Section 5.05	Persons Deemed Owners	 	332
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	332
	Section 5.07	Maintenance of Office or Agency	 	334
	Section 5.08	Appointment of Certificate Administrator	 	334
	Section 5.09	[RESERVED]	 	335
	Section 5.10	Voting Procedures	 	335
	 

                                               ARTICLE VI

                                                

                                               THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE

DIRECTING CERTIFICATEHOLDER

                                                

	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the
Operating Advisor and the Asset Representations Reviewer	 	336
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
and the Asset Representations Reviewer	 	342
	Section 6.03 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating
Advisor, the Special Servicer or the Asset Representations Reviewer	 	342
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and Others	 	344
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	 	350
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	351
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	 	351
	Section 6.08	The Directing Certificateholder	 	351
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	 	358
	 

                                               ARTICLE VII

                                                

                                               SERVICER TERMINATION EVENTS

                                                

	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	358
	Section 7.02 	Trustee to Act; Appointment of Successor	 	367
	Section 7.03	Notification to Certificateholders	 	369
	Section 7.04	Waiver of Servicer Termination Events	 	369
	Section 7.05	Trustee as Maker of Advances	 	370



 






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                    ARTICLE VIII

                     

                    CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

                     

	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	370
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	372
	Section 8.03   	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans	 	374
	Section 8.04   	Trustee or Certificate Administrator May Own Certificates	 	374
	Section 8.05   	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and
Certificate Administrator	 	375
	Section 8.06   	Eligibility Requirements for Trustee and Certificate Administrator	 	376
	Section 8.07   	Resignation and Removal of the Trustee and Certificate Administrator	 	377
	Section 8.08   	Successor Trustee or Certificate Administrator	 	379
	Section 8.09   	Merger or Consolidation of Trustee or Certificate Administrator	 	380
	Section 8.10   	Appointment of Co-Trustee or Separate Trustee	 	380
	Section 8.11   	Appointment of Custodians	 	381
	Section 8.12   	Representations and Warranties of the Trustee	 	382
	Section 8.13   	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	383
	Section 8.14   	Representations and Warranties of the Certificate Administrator	 	383
	Section 8.15   	Compliance with the PATRIOT Act	 	384
	 

                                               ARTICLE IX

                                                

                                               TERMINATION

                                                

	Section 9.01   	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	385
	Section 9.02   	Additional Termination Requirements	 	388
	 

                                               ARTICLE X

                                                

                                               ADDITIONAL REMIC PROVISIONS

                                                

	Section 10.01   	REMIC Administration	 	389
	Section 10.02   	Use of Agents	 	393
	Section 10.03   	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	393
	Section 10.04   	Appointment of REMIC Administrators	 	393
	 

                                               ARTICLE XI

                                                

                                               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

                                                

	Section 11.01   	Intent of the Parties; Reasonableness	 	394
	Section 11.02   	Succession; Subcontractors	 	395
	Section 11.03   	Filing Obligations	 	397



 






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	Section 11.04   	Form 10-D and Form ABS-EE Filings	 	398
	Section 11.05   	Form 10-K Filings	 	402
	Section 11.06   	Sarbanes-Oxley Certification	 	405
	Section 11.07   	Form 8-K Filings	 	407
	Section 11.08   	Form 15 Filing	 	409
	Section 11.09   	Annual Compliance Statements	 	409
	Section 11.10   	Annual Reports on Assessment of Compliance with Servicing Criteria	 	410
	Section 11.11   	Annual Independent Public Accountants’ Attestation Report	 	413
	Section 11.12   	Indemnification	 	414
	Section 11.13   	Amendments	 	416
	Section 11.14   	Regulation AB Notices	 	417
	Section 11.15   	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion
Loans	 	417
	Section 11.16   	Certain Matters Regarding Significant Obligors	 	423
	Section 11.17   	Impact of Cure Period	 	423
	 

                                               ARTICLE XII

                                                

                                               THE ASSET REPRESENTATIONS REVIEWER

                                                

	Section 12.01   	Asset Review	 	423
	Section 12.02   	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	429
	Section 12.03   	Resignation
of the Asset Representations Reviewer	 	430
	Section 12.04   	Restrictions of the Asset Representations Reviewer	 	431
	Section 12.05   	Termination of the Asset Representations Reviewer	 	431
	 

                                               ARTICLE XIII

                                                

                                               MISCELLANEOUS PROVISIONS

                                                

	Section 13.01   	Amendment	 	434
	Section 13.02   	Recordation of Agreement; Counterparts	 	439
	Section 13.03   	Limitation on Rights of Certificateholders	 	439
	Section 13.04   	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	440
	Section 13.05   	Notices	 	441
	Section 13.06   	Severability of Provisions	 	446
	Section 13.07   	Grant of a Security Interest	 	446
	Section 13.08   	Successors and Assigns; Third Party Beneficiaries	 	447
	Section 13.09   	Article and Section Headings	 	447
	Section 13.10   	Notices to the Rating Agencies	 	447


 






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







 






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







 






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	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Designated Escrows and Reserves







  






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This Pooling and Servicing
Agreement is dated and effective as of December 1, 2018, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


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


 






     


     


    

 


LOWER-TIER
REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of entitlement to any Excess Interest and the Excess Interest Distribution Account) and
will issue the Class LA1, Class LA2, Class LA3, Class LASB, Class LA4, Class LA5, Class LAS, Class LB, Class LC, Class LD, Class
LERR, Class LFRR, Class LGRR and Class LHRR Uncertificated Interests (the “Lower-Tier Regular Interests”),
which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC
will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


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


 


	Class
Designation 
	 	Interest
                                   Rate 
	 	Original
Lower-Tier Principal Amount 

	Class LA1	 	(1)	 	$18,490,000
	Class LA2	 	(1)	 	$36,431,000
	Class LA3	 	(1)	 	$23,767,000
	Class LASB	 	(1)	 	$32,713,000
	Class LA4	 	(1)	 	$198,000,000
	Class LA5	 	(1)	 	$274,352,000
	Class LAS	 	(1)	 	$59,418,000
	Class LB	 	(1)	 	$40,654,000
	Class LC	 	(1)	 	$38,570,000
	Class LD	 	(1)	 	$31,848,000
	Class LERR	 	(1)	 	$14,018,000
	Class LFRR	 	(1)	 	$20,848,000
	Class LGRR	 	(1)	 	$9,382,000
	Class LHRR	 	(1)	 	$35,442,944
	Class LR	 	None(2)	 	None



 





 








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






 


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



 


UPPER-TIER
REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class
F-RR, Class G-RR and Class H-RR regular interests. Each such regular interest will be represented by, and have the same Pass-Through
Rate and Certificate Balance or Notional Amounts as, the Class of Certificates bearing the same Class designation as set forth
in the chart below. The Upper-Tier REMIC shall also issue the uncertificated Class UR Interest, which is the sole Class of
“residual


 






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interests”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


THE CERTIFICATES


 


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


 


	Class
of Certificates 
		Approximate
Initial Pass-Through Rate 
	 	Original
Certificate
 Balance or Notional
 Amount 

	Class A-1 Certificates	 	3.3780%	 	$18,490,000
	Class A-2 Certificates	 	4.2240%	 	$36,431,000
	Class A-3 Certificates	 	4.0240%	 	$23,767,000
	Class A-SB Certificates	 	4.2450%	 	$32,713,000
	Class A-4 Certificates	 	4.0370%	 	$198,000,000
	Class A-5 Certificates	 	4.3020%	 	$274,352,000
	Class X-A Certificates	 	     0.9579%(1)	 	$583,753,000(2)
	Class X-B Certificates	 	      0.2430%(1)	 	$138,642,000(2)
	Class X-D Certificates	 	     2.1214%(1)	 	$31,848,000(2)
	Class A-S Certificates	 	 4.7030%	 	$59,418,000
	Class B Certificates	 	 4.9040%	 	$40,654,000
	Class C Certificates	 	 5.1214%	 	$38,570,000
	Class D Certificates	 	 3.0000%	 	$31,848,000
	Class E-RR Certificates	 	 5.1214%	 	$14,018,000
	Class F-RR Certificates	 	 5.1214%	 	$20,848,000
	Class G-RR Certificates	 	 5.1214%	 	$9,382,000
	Class H-RR Certificates	 	 5.1214%	 	$35,442,944
	Class R Certificates	 	    None(3)	 	N/A
	Class V Certificates	 	    None(4)	 	N/A




 





 





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






 


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






 


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



 





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



  


THE GRANTOR TRUST


 


The Class V Certificates
shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific Grantor Trust Assets, as
described herein. The Class V Certificates will not have a Certificate Balance or Notional Amount or bear interest and the holders
of the Class V Certificates will not be entitled to any distributions of Prepayment Premiums or Yield Maintenance Charges. As provided
herein, the Certificate Administrator


 






    -3-


     


    

 


shall
not take any actions that would cause the portion of the Trust Fund consisting of the Grantor Trust to (i) lose its classification
as a trust beneficially owned by the holders of the Class V Certificates or (ii) be treated as part of any Trust REMIC.


 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $833,933,944.


 


WHOLE LOANS


 


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


 


	Mortgaged Property Name	Whole Loan Type	Non-Serviced PSA (if any)	Companion Loan Type	Servicing Shift Control Note (if any)	Non-Serviced Primary Servicing Fee Rate (if any)
	Sheraton Grand Nashville Downtown	Serviced Whole Loan	N/A	Pari Passu	N/A	N/A
	Starwood Hotel Portfolio	Non-Serviced Whole Loan	(1)	Pari Passu	N/A	0.00250% per annum
	Christiana Mall	Non-Serviced Whole Loan	(2)	Pari Passu and Subordinate	N/A	0.00125% per annum 
	Prudential – Digital Realty Portfolio	Non-Serviced Whole Loan	(3)	Pari Passu	N/A	0.00250% per annum
	Danbury Commerce Portfolio	Serviced Whole Loan	N/A	Pari Passu	N/A	N/A
	Aventura Mall	Non-Serviced Whole Loan	(4)	Pari Passu and Subordinate	N/A	0.00125% per annum
	Lakeside Pointe & Fox Club Apartments	Serviced Whole Loan	N/A	Pari Passu	N/A	N/A
	Virginia Beach Hotel Portfolio	Non-Serviced Whole Loan	(1)	Pari Passu	N/A	0.00250% per annum
	Home Depot Technology Center	Non-Serviced Whole Loan	(5)	Pari Passu	N/A	0.00125% per annum
	Liberty Portfolio	Non-Serviced Whole Loan	(6)	Pari Passu	N/A	0.00250% per annum
	Fair Oaks Mall	Non-Serviced Whole Loan	(7)	Pari Passu and Subordinate	N/A	0.00250% per annum


 


		(1)	The
                                         subject Whole Loan will be serviced under that certain pooling and servicing agreement,
                                         dated and effective as of October 1, 2018, among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
                                         Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells
                                         Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National
                                         Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and
                                         as asset representations reviewer, as from time to time amended, supplemented or modified,
                                         relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2018-C47, Commercial
                                         Mortgage Pass-Through Certificates, Series 2018-C47.



 


		(2)	The subject
                                         Whole Loan will be serviced under that certain trust and servicing agreement, dated and
                                         effective as of August 9, 2018, between Barclays Commercial Mortgage Securities LLC,
                                         as depositor, Wells Fargo Bank, National Association, as servicer and special servicer,
                                         Wells Fargo Bank, National Association, as certificate administrator and custodian, and
                                         Wilmington Trust, National Association,



 






    -4-


     


    

 


as
trustee, as from time to time amended, supplemented or modified, relating to the issuance of the BBCMS 2018-CHRS Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2018-CHRS.


 


		(3)	The subject
                                         Whole Loan will be serviced under that certain pooling and servicing agreement, dated
                                         and effective as of September 1, 2018, among Morgan Stanley Capital I Inc., as depositor,
                                         Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors,
                                         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 Park Bridge Lender Services LLC,
                                         as operating advisor and as asset representations reviewer, as from time to time amended,
                                         supplemented or modified, relating to the issuance of the BANK 2018-BNK14, Commercial
                                         Mortgage Pass-Through Certificates, Series 2018-BNK14.



 


		(4)	The subject
                                         Whole Loan will be serviced under that certain trust and servicing agreement, dated and
                                         effective as of June 29, 2018, between J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as depositor, Wells Fargo Bank, National Association, as servicer, CWCapital Asset
                                         Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
                                         administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender
                                         Services LLC, as operating advisor, as from time to time amended, supplemented or modified,
                                         relating to the issuance of the Aventura Mall Trust 2018-AVM, Commercial Mortgage Pass-Through
                                         Certificates, Series 2018-AVM.



 


		(5)	The subject
                                         Whole Loan will be serviced under that certain pooling and servicing agreement, dated
                                         and effective as of December 1, 2018, among Barclays Commercial Mortgage Securities LLC,
                                         as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners,
                                         LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
                                         Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC,
                                         as operating advisor and asset representations reviewer, as from time to time amended,
                                         supplemented or modified, relating to the issuance of the BBCMS Mortgage Trust 2018-C2,
                                         Commercial Mortgage Pass-Through Certificates, Series 2018-C2.



 


		(6)	The subject
                                         Whole Loan will be serviced under that certain pooling and servicing agreement, dated
                                         and effective as of November 1, 2018, among Deutsche Mortgage & Asset Receiving Corporation,
                                         as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as
                                         special servicer, Wells Fargo Bank, National Association, as certificate administrator
                                         and trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
                                         reviewer, as from time to time amended, supplemented or modified, relating to the issuance
                                         of the Benchmark 2018-B7 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-B7.



 


		(7)	The subject
                                         Whole Loan will be serviced under that certain pooling and servicing agreement, 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 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, as from time to time amended, supplemented or modified, relating to the issuance
                                         of the BANK 2018-BNK12, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12.



 


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


 


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


 


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


 






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Article I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include one or more Pari Passu
Companion Loans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described in the table under
the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Pari
Passu and Subordinate” or “Subordinate”.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by
the Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any
Mortgage Loan or Whole Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (only with respect
to a Mortgage Loan or Whole Loan other than an Excluded 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


 






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Determination
Date that is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal (together
with information requested by the Special Servicer from the Master Servicer in accordance with this Agreement that is in the possession
of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described
below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the
applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related
Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to any Mortgage
Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case
may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master
Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s
election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any
other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding
principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer
may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems
relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as
applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of
determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on
such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with
respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable),
(B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced
Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest
thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently
due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or
Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an
Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that without
limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special
Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days
of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i))
or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial
delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to
25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time
as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after
the Appraisal Reduction Event, the


 






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Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of
which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however, that with
respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event,
the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day
period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such
Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such
clause (vi); provided, further, however, that in no event shall the Special Servicer be required
to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period,
as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer
to the Master Servicer, the Operating Advisor, the Directing Certificateholder (but only prior to the occurrence and continuance
of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction
Amount, the Master Servicer shall provide the Special Servicer with the information as set forth in Section 4.05(c)
within four (4) Business Days of its receipt of any such request. The Master Servicer shall not calculate Appraisal Reduction
Amounts.


 


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


 


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


 


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


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, and
Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to
the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of
such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in
the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a change
in any other material economic term of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable (other
than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced Companion
Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after


 






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the
date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which
a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed
within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect
to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect
of a Balloon Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, except
where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes
an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however,
that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder,
and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable,
promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain
an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Argentic”:
Argentic Real Estate Finance LLC and its successors-in-interest.


 


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


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 


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


 






    -12-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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 (without duplication):


 


(a)   the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to
the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor
Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g)
of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to
be deposited by the Master Servicer pursuant to Section 3.17(a)) on deposit in


 






    -14-


     


    

 


the
Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that
is held for the benefit of the Serviced Companion Noteholders) as of the close of business on the related P&I Advance Date,
exclusive of (without duplication):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -15-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Basis”:
Basis Real Estate Capital II, LLC, a Delaware limited liability company.


 


“Basis Investment”:
Basis Investment Group LLC, a Delaware limited liability company.


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or
Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly


 






    -16-


     


    

 


or
indirectly, 25% or more of the beneficial interests in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender,
as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.


 


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


 


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


 


“BSPRT”:
Benefit Street Partners Realty Trust, Inc., a Maryland corporation.


 


“BSPRT Finance”:
BSPRT CMBS Finance, LLC, a Delaware limited liability company.


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2018-C48, as executed and delivered
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00840%
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


 






    -17-


     


    

 


Loan)
as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate
solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval,
waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply
in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless
such consent, approval


 






    -18-


     


    

 


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


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-S Certificate.


 






    -19-


     


    

 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3780%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.2240%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.0240%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.0370%.


 


“Class A-5
Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit
A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.3020%.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.7030%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 






    -20-


     


    

 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.2450%.


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.9040% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.0000%.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LA5 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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -23-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X-D
Notional Amount”: As of any date of determination, the Certificate 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 for such Distribution Date. The Pass-Through Rate applicable to the Class X-D


 






    -24-


     


    

 


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


 


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


 


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


 


“Closing Date”:
December 20, 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, an amount, calculated by the
Special Servicer (with respect to any AB Modified Loans that are not Non-Serviced Mortgage Loans) or the Master Servicer (with
respect to any AB Modified Loans that are Non-Serviced Mortgage Loans) equal to the excess of (i) the Stated Principal Balance
of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over
(ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most
recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected
or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender
as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the
Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged
Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in
this clause (y) will be taken into account solely to the extent relevant information is received by the Master Servicer),
plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y))
held by the lender in respect of such AB Modified Loan as of the date of such determination. The Special Servicer (with respect
to any AB Modified Loans that are Non-Serviced Mortgage Loans), the Master Servicer (with respect to any AB Modified Loans that
are not Non-Serviced Mortgage Loans), the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on the Master Servicer’s or the Special Servicer’s, as the case may be, calculation or determination of any Collateral
Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, 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


 






    -25-


     


    

 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled
“Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders
of the Serviced Companion Loans, relating to the Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Companion Distribution Account”. The Companion Distribution Account shall not be an asset
of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Serviced
Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and
the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second
paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Trustee
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2018-C48; and (iii) for all other purposes,
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS),
WFCM Commercial Mortgage Securities Trust 2018-C48.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the


 






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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 Servicer from
the Lower-Tier REMIC.


 


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


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest


 






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Shortfall
Reconciliation Template” available and effective from time to time on the CREFC® Website.


 


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


 


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


 


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


 






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“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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for the
four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of (a) 0.10x
below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) set
forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group (including
the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement and (c) 1.25x,
(ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to
one decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in
Annex A-1 to the Prospectus


 






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plus
10%, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the
entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or substitution,
and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying
Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior
to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for
any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the
Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless
a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase
or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


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


 


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


 


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


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in December 2018, or with respect
to any Mortgage Loan that has its first Due Date in January 2019, the date that would have otherwise been the related Due Date
in December 2018.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party
or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered
by or on behalf of such


 






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party
pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day), commencing in January 2019.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(xiii)   any
related mezzanine intercreditor agreement;


 


(xiv)   all
related environmental reports; and


 


(xv)    all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(k)      a
copy of all zoning reports;


 


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


 


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


 


(n)      a
copy of all UCC searches;


 


(o)      a
copy of all litigation searches;


 


(p)      a
copy of all bankruptcy searches;


 


(q)      a
copy of any origination settlement statement;


 


(r)       a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in each case, to the extent that the related
originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified
above were not included in connection with the origination of such Mortgage Loan (other than documents that would not be included
in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage
Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal 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


 






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included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


“Directing Certificateholder”:
 With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the related Loan-Specific
Directing Certificateholder and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans and any Excluded Loans),
the initial Directing Certificateholder shall be Argentic Securities Income USA LLC, a Delaware limited liability company. Thereafter,
with respect to the Mortgage Loans described in clause (B) above, the Directing Certificateholder shall be the Controlling Class
Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate
Balance, as determined by the Certificate Registrar) from time to time; provided, however, that (i) absent that
selection, or (ii) until a Directing Certificateholder is so selected or (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) above shall only retain
its consultation rights to the extent specifically provided for herein. After the occurrence and continuance of a Consultation
Termination Event, there will be no Directing Certificateholder as described in clause (B) above. The Depositor shall promptly
provide the name and contact information for the initial Directing Certificateholder upon request of any party to this Agreement
and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate
Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has
not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding
the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current
Directing Certificateholder.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 January 2019. The initial Distribution
Date shall be January 17, 2019.


 


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


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor,
Certificate Administrator and the Master Servicer and (b) any report, file or document other than


 






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those
listed in clause (a) above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term
unsecured debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term
rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than
thirty (30) days 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 “A2” from Moody’s and “A-” from Fitch (to the
extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank,
National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1”
from Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account
for thirty (30) days or less); (iii) such other account or accounts that, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) or (ii) above, with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the
Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts not
listed in clauses (i) or (ii) above with respect to which a Rating Agency Confirmation has been obtained from
each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained by
or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated trust
account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust
company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the deposits are to
be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1”
from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case,
has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or
trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible
Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of


 






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


 


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


 






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which
this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent
it also acts as the Asset Representations Reviewer).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial
Mortgage Pass-Through Certificates, Series 2018-C48, Class V Certificates, Excess Interest Distribution Account”, and
which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held
solely for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset
of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made
on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master


 






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Servicer’s
Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable
to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.


 


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


 


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


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with
respect to such Excluded Controlling Class Loan that is aggregated


 






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with
information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File
relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”.
Each of the Master Servicer, the Special Servicer and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.33. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.26.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or the
Holder of the majority of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan 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 Servicer set forth in Section 7.01(g).
As of the Closing Date, there are no Excluded Special Servicers related to the Trust.


 


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


 


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


 


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


 


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


 






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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, the final iteration of the related Asset Status Report,
together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder which
does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder
with respect to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date and
any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing
Certificateholder pursuant to the Directing Certificateholder Approval Process or following completion of the ASR Consultation
Process, as applicable. The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to
the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report
that is either signed by the Directing Certificateholder or that otherwise includes an indication that such Asset Status Report
is deemed approved due to the passage of any required consent or consultation time period or (ii) such other method as reasonably
agreed to by the Operating Advisor and the Special Servicer (which includes an identification that such report is final via email).
For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially
Serviced Loan in accordance with the procedures described above. The Operating Advisor is only required to review Final Asset Status
Reports delivered to it by the Special Servicer. Each Final Asset Status Report shall be labeled or otherwise communicated as being
“final”.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C48,
Commercial


 






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Mortgage
Pass-Through Certificates, Series 2018-C48, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible
Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing
Certificateholder, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less
than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1%
or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i)
unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any
other Person (including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator,
the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.


 


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


 


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


 






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Loan,
and each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any
such party described above.


 


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


 


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


 


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


 


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


 


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


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably


 






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designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 






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“Liquidation
Fee”: A fee payable to (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect to (x) each
Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced
Loan and (z) each REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer or
the Special Servicer, as applicable, obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any
Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable),
or REO Property (in any case, other than amounts for which a Workout Fee has been paid, or will be payable) or (iii) Loss of Value
Payment paid by the responsible party under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (and
any related Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial
or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related
costs and expenses associated with the related liquidation) related to such liquidated Mortgage Loan or REO Property or such Loss
of Value Payment, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to
(a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate
purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control
Termination Event, if the Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety
(90) days after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status
Report with respect to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection
with such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv)
of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase
or substitution occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v),
(vi) and (vii) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days
of such holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected
Loan pursuant to the related Intercreditor Agreement, (d)  (x) a repurchase of a Serviced Companion Loan by the applicable
Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under
an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase or such repurchase
occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of a Serviced Companion
Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation
of the Other Securitization, (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because
of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer
Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of
such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee
is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer may
still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents) or (f) in connection with a Loss of Value Payment by a Mortgage Loan Seller if the applicable Mortgage
Loan Seller


 






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makes
such Loss of Value Payment within the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure
period; provided that the Liquidation Fee with respect to any Mortgage Loan will be reduced by the amount of any Excess
Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion
Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months,
but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


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


 


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


 


“Litigation
Control”: As defined in Section 3.32.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Date, a Loan-Specific Directing
Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the


 






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


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LASB, Class LA4, Class LA5, Class LAS, Class LB,
Class LC, Class LD, Class LERR, Class LFRR, Class LGRR and Class LHRR Uncertificated Interests.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C48,
Commercial Mortgage Pass-Through Certificates, Series 2018-C48, 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


 






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principal
balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage Loan prior to that date),
and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,
“Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably


 






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designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer, and specific ratings of Moody’s herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


(i)       the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)     an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48” (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


 






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copy
of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


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


 


(v)      an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted
or to be submitted for recording);


 


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


 


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


 


(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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include
such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if
there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in
the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to
the extent that this Agreement refers to a “Mortgage File”


 






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


 






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in connection with
the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.


 


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


 


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


 


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


 


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


 


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


 


(ii)      the
Mortgagor’s name;


 


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


 


(iv)     the
Mortgage Rate in effect at origination;


 


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


 


(vi)     the
original principal balance;


 


(vii)    the
Cut-off Date Balance;


 


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






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(ix)     the
original and remaining amortization terms;


 


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


 


(xi)     the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)    number
of grace days;


 


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


 


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


 


(xxii)   whether
such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when any Principal
Prepayments must be accompanied by any Prepayment Premium or Yield Maintenance Charge;


 


(xxiii)  the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)  the
Administrative Cost Rate; and


 






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(xxvii) the
Due Date.


 


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


 


“Mortgage Loan
Seller”: Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor in
interest, (ii) Barclays Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iii)
BSPRT CMBS Finance, LLC, a Delaware limited liability company, or its successor in interest, (iv) Argentic Real Estate Finance,
LLC, a Delaware limited liability company, or its successor in interest and (v) Basis Real Estate Capital II, LLC, a Delaware limited
liability company, or its successor in interest.


 


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


 


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


 


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


 


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


 


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


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of


 






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funds
relating to the Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such period on such funds.


 


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


 


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


 


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


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such


 






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Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest, Insurance and Condemnation
Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without
giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that
such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been
reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from
the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


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


 






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


 






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Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status,
property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property).
The Trustee shall be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related
cross-collateralized Mortgage Loan.


 


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


 






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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Non-Serviced
Pari Passu Companion Loan”: Each Pari Passu Companion Loan relating to a Non-Serviced Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Operating Advisor”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.00205%.


 


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


 


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


 


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


 


(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


 






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(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, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any
Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,
must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-SB Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate,
the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through
Rate, the Class E-RR Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class
H-RR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate or the Class X-D Pass-Through
Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 






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applicable
law, without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and
without regard to any Excess Interest.


 


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


 


(i)          direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the
date of acquisition; provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured
senior debt obligation of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in
the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or,
insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated by such Rating Agency,
such class of securities) as evidenced in writing;


 


(ii)         time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities with respect to which (A) with respect to Moody’s, (I) in the case of such investments
with maturities of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s,
(II) 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 in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated at least “A1” by Moody’s, (III) 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 Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s
and (IV) 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 Moody’s and the long-term obligations of which are rated “Aaa”
by Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable
to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates) and (B) with respect to Fitch and KBRA, the commercial
paper or other short-term debt obligations of such depository institution or trust company are rated in the highest rating
categories of each of Fitch and KBRA (in the case of


  



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KBRA,
if rated by KBRA); or, in each case, such other rating as would not result in the downgrading, withdrawal or qualification of
the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced
in writing;


 


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


 


(iv)        debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term
obligations of which corporation are rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA)
and (2) the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s or
the long-term obligations of which corporation are rated at least “A2” by Moody’s, (B) if such debt obligations
have a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s and (C) if such debt obligations have a term of more than six months, the short-term obligations of which corporation
are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are
rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through
(C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then-outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)         commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) (a)(1) in the case of such investments with maturities
of 30 days or less, the short-term obligations of which corporation are rated at least in the highest short-term debt rating category
of Moody’s and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s and “A” by Fitch (if rated by such Rating Agency), (2) in the case of such investments with maturities
of three months or less, but more than 30 days, the short-term obligations of which are rated at least in the highest short-term
debt rating category of Moody’s 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 “A2” by Moody’s, (3)(A)
in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of
which are


 






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rated
at least “P1” by Moody’s, and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s, and (B) in the case of such investments with maturities of six months or less, but more than three months, 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)(A) in the case
of such investments with maturities of more than six months, the short-term obligations of which are rated at least “P1”
by Moody’s, and the long-term obligations of which are rated at least “Aaa” by Moody’s, and (B) in the
case of such investments with maturities of more than six months, 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 such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced
Companion Loan Securities);


 


(vi)        money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the
Wells Fargo Money Market Funds), rated in the highest rating categories of each Rating Agency (if so rated by each such Rating
Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which
may include Fitch, KBRA, DBRS, Moody’s, Morningstar and/or S&P)) and the highest money market fund category by Moody’s
(or, if not rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating
to the Certificates), which may include the investments referred to in clause (i) above if so qualified that (a) have
substantially all of their assets invested continuously in the types of investments referred to in clause (i) above
and (b) have net assets of not less than $5,000,000,000;


 


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


 


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


 


provided, however, that each
Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that
(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) any such
investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Preliminary
Prospectus” The Preliminary Prospectus, dated November 30, 2018, relating to the Registered Certificates.


 


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


 


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


 


“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


 






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Loan,
any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion
Loan and then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5,
Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


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


 






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subsequently
recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 


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


 


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


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)      Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation 


 






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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.


 


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


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include Fitch
and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other NRSRO (which
may include Moody’s 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”.


 






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


 


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


 






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Mortgaged
Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage
ratio at least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing
Date and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4)
of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not
have a maturity date or an amortization period that extends to a date that is after the date five (5) years prior to the
Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not
be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation
from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage
Loan Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control Termination Event has not
occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan); (xv) prohibit defeasance within two
(2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse
REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms of this
Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering
report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property
that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan,
then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and
each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided,
further, that no individual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate,
the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through 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  January 2052.


 


“Rating Agency”:
Each of KBRA, Fitch and Moody’s or their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating


 






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Agency”
shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer, and specific ratings of KBRA, Fitch and Moody’s herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


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


 


“Registered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, 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-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class
A-S, Class B, Class C, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


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


 





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


  






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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


	
        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-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-SB Certificates	 	Class LASB Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-5 Certificates	 	Class LA5 Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E-RR Certificates	 	Class LERR Uncertificated Interest
	Class F-RR Certificates	 	Class LFRR Uncertificated Interest
	Class G-RR Certificates	 	Class LGRR Uncertificated Interest
	Class H-RR Certificates	 	Class LHRR Uncertificated Interest


 


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


 



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Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as Special Servicer, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, REO Account”. Any such account or
accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 



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


 


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


 






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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Retained Fee
Rate”: A rate equal to 0.00250% per annum with respect to each Mortgage Loan.


 


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


 


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


 


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


 


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


 


“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
Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 43.2 of the Risk Retention Rules.


 


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


 


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


 


“Risk Retention
Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such joint final
rule has been codified, inter alia, at 12 C.F.R. § 43), as such rule may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and
the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective, from time to time,
as of the applicable compliance date specified therein. Any reference to a Section of the Risk Retention Rules shall mean the subsection
of the Risk


 



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Retention Rules identified with the same corresponding number as the referenced “Section”. For example,
“Section 7 of the Risk Retention Rules” means 12 C.F.R. § 43.7.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Serviced AB
Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt there is no Serviced AB Whole Loan
Controlling Holder related to the Trust as of the Closing Date.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Servicing Fee
Rate”: With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes,
in each such case, the rate at which applicable master, primary and sub-servicing fees accrue (other than in respect of a Non-Serviced
Mortgage Loan, with respect to which the primary and sub-servicing fees are included in the related Non-Serviced Primary Servicing
Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same
manner in which interest is calculated in respect of such loans (provided,


 



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however, that with respect to any Servicing Shift Mortgage
Loan on or after the applicable related Servicing Shift Date, the Servicing Fee Rate shall be reduced by the related Non-Serviced
Primary Servicing Fee Rate), (ii) each Serviced Pari Passu Companion Loan (other than a Pari Passu Companion Loan that is part
of (a) a Servicing Shift Whole Loan or (b) the Danbury Commerce Portfolio Whole Loan), 0.00250% per annum, (iii) each Serviced
Pari Passu Companion Loan that is part of the Danbury Commerce Portfolio Whole Loan, 0.03000%, and (iv) in the case of each Serviced
Pari Passu Companion Loan that is part of a Servicing Shift Whole Loan, a per annum rate equal to the “Non-Serviced Primary
Servicing Fee Rate” in the table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto,
in each case computed on the basis of the Stated Principal Balance of the related Serviced Pari Passu Companion Loan in the same
manner in which interest is calculated in respect of such loan.


 


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


 


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


 






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


 


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


 


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


 


“Servicing Shift
Mortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan. For the avoidance of doubt, there are no
Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Mortgage Loan included
in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected to shift
to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift Control
Note on the related Servicing Shift Date. The table and footnotes under the heading “Whole Loans” in the Preliminary
Statement hereto identify the Servicing Shift Whole Loans related to the Trust. 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 Master Servicer,
on or before the due date of such Balloon Payment, documentation (and the Master Servicer shall be required to promptly forward
such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the
date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does not occur
before the expiration of the time period for refinancing or sale specified in such documentation or (y) the Master Servicer is
required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of
the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing or sale, a Servicing Transfer
Event will occur immediately); or


 


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


 


(iii)       the
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A)
with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination
Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has
occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the
foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject
payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special
Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance with
the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan),
unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing,
following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation
Termination Event has occurred and is continuing), that a default in making a Balloon Payment is


 



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


 


(iv)       there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such default has been waived in accordance with Section 3.07 or 3.18) under the related Mortgage Loan documents,
other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the Master
Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with
respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), materially impair the value
of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely
affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder(s)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or
Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or liquidator
in any insolvency, readjustment of debt,


 






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


 


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


 


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


 


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


 


(ix)       the
Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing) determines that
(i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related Mortgagor
to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been
waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan documents (other than as described
in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the
corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise
materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder)
and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents,
or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;


 


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


 


“Significant
Obligor”: As defined in Section 11.16.


 






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


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates; provided, however,
that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class
C and Class D Certificates have been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


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


 


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


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a
rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially
Serviced Loan or REO Loan.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date
Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust,
the unpaid


 



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principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)         the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;


 


(ii)        all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


 


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


 


With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal
to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus
(y) the sum of:


 


(i)         the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)        the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal


 



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the sum of the
Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject Loans”:
As defined in Section 12.02(b).


 


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


 


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


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 






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“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC
Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor forms
to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation
S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included
in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund
(such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by the Special Servicer
and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and continuance of a Control Termination
Event, with respect to the Controlling Class approval), and (3) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and
is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses
(2) and (3) above.


 


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


 


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


 


“Transaction
Parties”: As defined in Section 5.03(t).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transfer Restriction
Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which the aggregate unpaid
principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates has been reduced
to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Closing Date; and (iii)
two years after the Closing Date; (b) with respect to a Third Party Purchaser, the date on which all of the Mortgage Loans have
been defeased in accordance with §43.7(b)(8)(i) of the Risk Retention Rules; and (c) the date on which the Risk Retention
Rules have been effectively abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System,
the FDIC, the


 



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Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer
applicable to the Trust.


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing and
(ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to
reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable Servicing
Interest with respect to each Mortgage Loan is zero.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(p)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “Wells Fargo Commercial Mortgage Trust
2018-C48”.


 


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


 



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Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve
accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights
and Obligations will be assets of the Trust.


 


“Trust-Related
Litigation”: As defined in Section 3.32.


 


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


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Wells Fargo Securities, LLC, Barclays Capital Inc. and Academy Securities, Inc.


 


“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


 



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


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, 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, a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into
account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates
pursuant to


 



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Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding such
time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section
3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated
to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates, determined as of the Distribution
Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders
of such Class in proportion to their respective Percentage Interests. Neither the Class R nor the Class V Certificates will be
entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to
any payments received during any applicable Grace Period).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


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


 


“Whole Loan”:
A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the same Mortgaged Property.
The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the Whole Loans
related to the Trust. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to
the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).


 


“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.


 






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“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection
(other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would
be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those
included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on
each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


Section
1.02       Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect
to the Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)        All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)      Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a) and Section 4.01(c)
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution Date
pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest
thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction
of the Principal Distribution Amount which recoveries are allocated to such Class of Principal Balance


 



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Certificates on the immediately
preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)      Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the
market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of
determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate Companion
Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans in
accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loans.


 


[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, Sections 19 and 20 of the Mortgage


 



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Loan Purchase Agreement
between the Depositor, BSPRT Finance and BSPRT and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, Basis
and Basis Investment; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi)
all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security agreements (to the
extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein); (x) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s interest
therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment income, as
applicable; (xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein); (xii) the Lower-Tier
Regular Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor
and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”).
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case,
other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments
of principal collected on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in December 2018
but have their first Due Date in January 2019, any interest amounts relating to the period prior to the Cut-off Date; and (iv)
any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans for which Argentic or BSPRT Finance is the related
Mortgage Loan Seller). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the
Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and,
to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements,
Sections 19 and 20 of the Mortgage Loan Purchase Agreement between the Depositor, BSPRT Finance and BSPRT and Section 19 of the
Mortgage Loan Purchase Agreement between the Depositor, Basis and Basis Investment, 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.


 






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(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of
the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts
and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with
evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing
or recording office where such document or instrument has been delivered, or will be delivered within 10 Business Days of the Closing
Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section
2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate
original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office,
the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date set forth herein, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by 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


 



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definition of “Mortgage File,”
with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation,
that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy
of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s
office or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording)
is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be
liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing
or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause
(x) of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as
to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage
Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that
all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for
filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date
(or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable
Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office
or county recorder’s office the applicable filing or recording information as to the related document or instrument); and
provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause
(e) and clause (f) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related
Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of
the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”, and such Mortgage
Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a
copy of such assignment in the form sent for recording or filing or (except for recording or filing information not yet available)
to be sent for recording or filing; provided that an original or copy of such assignment (with evidence of recording or filing,
as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding
anything herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage
File”, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall
be titled in the name of, or assigned to, “Wells Fargo Bank, National


 



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Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2018-C48,
Commercial Mortgage Pass-Through Certificates, Series 2018-C48”), and a copy to the Custodian or, if such original has been
submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required
in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms
thereof and/or of the related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any
letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for reissuance
or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section
2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days after the Closing Date. If a letter of credit
referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on
behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable
Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment
documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable
Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master
Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master
Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned
or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)       Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in 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


 



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following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be
delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such
document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in
which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related
Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to
be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation
of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who
may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s
expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the
expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of
the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and
retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an
Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other
and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3
to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where,
in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the
Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing


 



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of each such Mortgage Loan, together with copies of all documents in each Mortgage File,
shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days
after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


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


 


(g)       With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 2, 6.01, 6.02. 6.03, 6.04,
6.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.22, 20.01, 20.02, 22, 28,
33 and 36 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor
of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new
document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the
benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required notice or make
any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer) within forty-five
(45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the Master Servicer shall
use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to
acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the Master Servicer
is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of
the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has
been received.


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the


 



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Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which
may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor certifying that the electronic copies
of the documents and information uploaded to the Designated Site constitute all documents and information required under the definition
of “Diligence File” and such Diligence Files are organized and categorized in accordance with the electronic file structure
reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).


 


(i)       Within
two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File and any Initial Schedule
AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus in Excel format to the Master Servicer
via electronic email to ssreports@wellsfargo.com.


 


(j)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, (ii)
the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180 days after the
Closing Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the
occurrence, if any, of the Servicing Shift Date, (2) no letter of credit need be amended (including, without limitation, to change
the beneficiary thereon) until the earliest of (i) the Servicing Shift Date, in which case such amendment shall be in accordance
with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing
Shift Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01 and (iii) the
earlier of (A) 180 days after the Closing Date and (B) any such time as any such letter of credit is required to be drawn upon
by the Master Servicer in which case such amendment shall be effected in accordance with the terms of this Section 2.01,
and (3) on and following the Servicing Shift Date, the Person selling the related Servicing Shift Control Note to the related Non-Serviced
Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian,
the Custodian to deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession
(other than the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related
Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to
the Custodian of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced
Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated
by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment
in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is
exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded,
and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the
transfer of, the Servicing File, and any Escrow Payments, reserve


 



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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
assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and
for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable
to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage
Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document
delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)       Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,
the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee, the Certificate
Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified
in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the first
proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses
(i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition
of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and
to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial
Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the
form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording
and have not been returned by the filing office or the recorder’s office).


 






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(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section
2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular
on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the
applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage
Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a
letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by
the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect
has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return
such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or
the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase
or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer
or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the
exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on
collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan


 



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Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required
by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided,
however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90)
days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the
document from the applicable filing or recording office and provides an officer’s certificate setting forth what actions
such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the
date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit
to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw
on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price
(or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution
Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds
deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of the related
Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)       It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in 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


 



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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 Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a
form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not
been returned by the recorder’s office or filing office).


 


(g)       If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1
Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or the Special Servicer by another party hereto), then the Repurchase Request 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.


 






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  A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to
comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation
and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this
Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of
any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including
with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


  In the event that the
Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing
Agreement relating to the Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series
2018-C48 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1
Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase
Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this
Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision,
be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review
of the Mortgage File.


 


  If the Depositor, the
Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


  In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer shall promptly notify
the Depositor of such repurchase or replacement.


 


  Section
2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’
Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a) The Depositor hereby represents and warrants that:


 






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(i)         The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)       Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)      The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)      There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other 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


 



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Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”),
(A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage
Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the
Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection
therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however,
that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee
or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of
Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being
cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have
an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90)
day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage
Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided, further,
that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates that such Material Defect will be cured within the Extended Cure Period; and provided, further, that,
if any such Material Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure
of the related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to
continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months
after the Closing Date for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer,
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


 



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of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach
during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure
Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit
into the Collection Account.


 


  If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, on behalf of the
Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with
the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment,
a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall
be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. The
Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss
of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage
Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall
serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect
in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the
affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual
agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust, provided
that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing
Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage
Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage
Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss
of Value Payment.


 


  With respect to any Non-Serviced
Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect
under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the Non-Serviced Companion
Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that the foregoing shall not apply
to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


  If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable


 



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amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii)
the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent not previously paid
by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided
that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon
its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the
extent that any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from
the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall
be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer
to the Master Servicer who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement,
a delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to)
the related Mortgage Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article
II if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt
notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual
knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure
to provide notice (as required by the terms of the applicable Mortgage Loan Purchase Agreement or this Agreement) prevented the
Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise curable. Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 






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  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 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


 



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foregoing,
the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided
in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of the actual policy of
lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy
is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to
the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related
Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above
of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the
Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a
Material Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or
this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage
Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable, the
definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)       Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing shall in
no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against (i) Basis Investment
Group LLC, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation,
pursuant to Section 19 thereof or (ii) BSPRT, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement,
including, without limitation, pursuant to Sections 19 and 20 thereof.


 


(f)       The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.


 



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Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the Master Servicer or the Special Servicer with respect to the
enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall,
to the extent not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing
Advances to the extent not otherwise provided for herein. The Master Servicer or the Special Servicer, as applicable, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or
attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein
out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the
conclusion of such enforcement action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit
in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid
pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


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


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph,


 



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and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed
Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying
Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy
the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the related
Mortgage Loan Seller may repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section 2.03,
pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining related
Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the related Mortgage
Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial release,
the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that
the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release, the related Mortgage
Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and executed in
connection with such partial release.


 


(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required or elects to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage
Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related
Mortgage Loan Purchase Agreement, 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.


 






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(k)       (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer. The Enforcing
Servicer shall then promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other
party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to
a Certificateholder Repurchase Request.


 


(ii)       In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other than any Loan-Specific Directing
Certificateholder that is a Mortgage Loan Seller or an Affiliate thereof) identifies a Material Defect with respect to a Mortgage
Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall deliver prompt
written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller identifying the
applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and
each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller
with respect to a PSA Party Repurchase Request.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising any of its rights related
to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(iv)       Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially Serviced
Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt of such Master Servicer
Proposed Course of Action Notice


 



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and such Servicing File and other material, the Special Servicer shall become the Enforcing Servicer
with respect to such Repurchase Request.


 


(l)       (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), and if
applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer shall
send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at
the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com), indicating the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”). The Certificate
Administrator will be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate
Owners by posting such notice on the Certificate Administrator’s Website. The Proposed Course of Action Notice shall include
(a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed Course
of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within
thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day period will not be taken
into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the Enforcing
Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder
is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders
that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures set forth
below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices
(c) a statement that the responding Certificateholders will be required to certify their holdings in connection with such response,
(d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of
Action will be taken into consideration and (e) instructions for the responding Certificateholders to send their responses to
the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within fifteen (15) Business Days
after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the
results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating
agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken
into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course
of Action. The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders regarding
such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with
this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate
Administrator’s tabulation of the responses of the responding Certificateholders. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial


 



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Requesting Certificateholder, if any, or any other Certificateholder or
Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable
Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other
Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then
the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing
Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date
the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including non-binding
arbitration) or arbitration. In the event (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation
to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner entitled
to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action
indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration, such additional responses
from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices supporting
such Proposed Course of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.


 


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


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a)
and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims
underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later
than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may


 



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provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)       If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration).
If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights
of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall
have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated
that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect
shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided,
however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other
Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances
known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing 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.


 






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(vii)     In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)    For
the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their
respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled to be an Initial
Requesting Certificateholder or a Requesting Certificateholder or to act as a Certificateholder for purposes of delivering any
Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote Certificates owned
by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures described herein.


 


(ix)       Subject
to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)        The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
within thirty (30) days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


 


(ii)       The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation
Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(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.


 






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(v)       The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)      Out
of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing
Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration)
shall be reimbursable as a Servicing Advance.


 


(n)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)        The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller within thirty (30) days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


 


(ii)       The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of
at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


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


 


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


 



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which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


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


 


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


 


(ii)       If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by 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,


 



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including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)      In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


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


 


(vi)      The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to 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).


 






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


 


(viii)    In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)      Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.


 


Section
2.04        Execution of Certificates; Issuance of Lower-Tier Regular Interests.
The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section
2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage
Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the
Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest)
and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance
of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of
the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor
of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular
Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused
the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of
the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it
or its designees, of such Certificates in authorized Denominations and such Certificates evidencing the entire beneficial ownership
of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest) and (v)
the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class V Certificates and has caused the
Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates,
and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing
beneficial ownership of their respective portions of the Grantor Trust.


 


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


 


[End of Article II]


 






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Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01       Administration of the Mortgage Loans, the Serviced Companion Loans, and
REO Properties. (a) Each of the Master Servicer and the Special Servicer shall diligently service and administer the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any Serviced Companion Loans and the REO Properties (other than any
REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable
law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement
on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Serviced
Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole,
taking into account the subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this
Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor
Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account
the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a
conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any
action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer,
as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the
Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the
related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which,
and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may
be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and
diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage
loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of
all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced
Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans
and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole
as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust,
the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or
holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature,
as applicable, of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent
institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict
of interest arising from: (i) any relationship that the Master Servicer, the Special


 



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Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan
Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing;
(ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master
Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation,
if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may
be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect
to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a
Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this
Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi)
any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor
or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage
Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may
have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase
or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


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


 


 Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has
occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to
the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as the Master Servicer, shall
not have any responsibility for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the
performance by the Master Servicer, in its capacity as the Master Servicer, of its duties under this Agreement. Each Mortgage Loan
or any related Serviced Companion Loan that becomes a


 






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Specially Serviced Loan shall continue as such until satisfaction of the
conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan
and any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to
collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in
respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After
notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights
or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees,
Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related
Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan (and, if applicable, each REO Property) it is obligated to
service under this Agreement: (i) any and all financing statements, continuation statements and other documents or instruments
necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related
Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation
statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security
document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Section 3.08,
Section 3.18 and Section 6.08, any and all modifications, waivers, amendments or consents to, under or with respect
to any documents contained in the related Mortgage File; (iii) any and all instruments of


 



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satisfaction or cancellation, pledge
agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable
instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on
behalf of the Trust (in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with
respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the
Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related
Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer
and the Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as
applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable)
and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney
substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually
agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate
to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties
hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master
Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master
Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special
Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding
solely under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case
may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action,
suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master
Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee
of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of
the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such
action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s
or the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be required to be registered to do business in any state.


 


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


 



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qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement
that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to
have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and
expenses out of pocket other than as a Servicing Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)        Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to
the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the
Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall
be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for
each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate
with the reasonable requests of the Master Servicer or the Special Servicer in connection with making a draw under such letter
of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage


 



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Loan Seller notice of such failure and the amount of
costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.
Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform
its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing.


 


(i)       The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances of
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation,
costs and expenses of litigation and of enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) incurred in connection with a legal claim or action resulting from an action or inaction taken or not
taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with


 



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respect
to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall
be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such
Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari
Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as
a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer
shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three
(3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the
case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on
the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA. In the event of any conflict between this Agreement
and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has
been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 






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(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)       In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan), upon
the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer (if
such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a Specially
Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that
such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such
Other Securitization.


 


(o)       For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)       Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section
3.02       Collection of Mortgage Loan Payments. (a) Each of the Master
Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions
of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service
hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the
Servicing Standard); provided, that with respect to each ARD Loan, so long as the related Mortgagor is in compliance with
each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement
action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests


 



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for collection,
until the Maturity Date of the related ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion
representing accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or the Special
Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated
to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan
or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional
time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust
has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional
waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after
the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation
Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if
the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder
in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to
such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing
Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder
shall have no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded Loan.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


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


 






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


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of
default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i) of
this clause third that either (A) 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 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;


 






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tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


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


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in 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


 



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reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of
default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued
and unpaid interest described in sub-clause (i) of this clause third that either (A) 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;


 


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;


 






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provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


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


 


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


 


(d)       In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will
be receiving Excess Interest prior to the Determination Date for any Collection Period, the Special Servicer, if applicable, shall notify the Master Servicer prior to such Determination Date and the Master Servicer
shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any
failure of the related Mortgagor to pay any Excess Interest or prepayment penalty. The preceding statements shall not,
however, be construed to limit the provisions of Section 3.02(a).


 


(e)       With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow funds
or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer may continue
to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use such funds
to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage


 



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Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent with the Mortgage
Loan documents or the Servicing Standard.


 


(f)       Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage Loan,
promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced
Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating
that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master
Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case
may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor
Agreement and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified
funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related
Non-Serviced Mortgaged Property or any related REO Property.


 


Section
3.03       Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
(a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into
which all Escrow Payments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance
with the related Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a
Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholders collectively,
but this shall not be construed to modify the respective interests of any noteholder therein as set forth in the related Intercreditor
Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage
Loan documents and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section 3.06.
Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals
of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances;
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or,
if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or
Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts,
to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that
in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income
or funds in the related Servicing Account. If allowed by the related


 



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Mortgage Loan documents and applicable law, the Master Servicer may
charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)       The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan,
shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments
and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each
related Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by
the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer
in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any
reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of
such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as
applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard
to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as


 



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the case may be, has received confirmation
that such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect
of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business
Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing
Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled to make such a request
(other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar
month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of
such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing
Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request for reimbursement for such
Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding the subject
Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of the Master
Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by the Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest
shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer
of immediately available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement
to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with
this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance
at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the
same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing
Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the Master
Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although
not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable
Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be


 



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binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. If the Master
Servicer, the Special Servicer or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Whole Loan,
if made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written
notice of such determination within two (2) Business Days of the date of such determination. All such Advances shall be reimbursable
in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of
the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage
Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance
as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee
shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing
Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In
addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability
determinations. The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the


 



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lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing
advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


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


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent that any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to


 



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promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section
3.04       The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
and the Excess Interest Distribution Account. (a) The Master Servicer shall establish and maintain, or cause to be established
and maintained, the Collection Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis and
in no event later than the second Business Day following receipt of available and properly identified funds (in the case of payments
by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein,
the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments
shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received
from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


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


 


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


 


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


 


(iv)      all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related mortgage
loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


 


(v)       any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 






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(vi)      any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)     any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in the Collection Account and then withdrawn.


 


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


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a), provided, that to the extent that any of the foregoing amounts are received
after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit
such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts
to the Master Servicer within two (2) Business Days of receipt of such amounts. Any such amounts received by the Special Servicer
with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the
Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection
Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Collection Account shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall
give written notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of
the Collection Account prior to any change thereof.


 






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(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
the Holders of the Class V Certificates) (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders
(other than the Holders of the Class V Certificates), and (iii) the Excess Interest Distribution Account in trust for the benefit
of the Holders of the Class V Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or
before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available
Funds attributable to the Mortgage Loans (in each case calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c) and (d) of the definition of Available Funds) for the related Distribution Date and (y) in the Excess Interest
Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving
effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


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


 


On each Serviced Whole
Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable Serviced
Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided, however,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that
is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or
the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance described
in Section 4.01(k). With respect to any Serviced Whole Loan, in the event the Master Servicer has received written notice
that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari Passu
Companion Loan and the Master Servicer subsequently receives late collections in respect of such advanced payment, the Master Servicer
shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such late collections
in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this
Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when


 



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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 the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)      any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


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


 


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


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section 4.01(e), respectively.


 






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Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the
Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any
loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On the Closing Date,
the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2019, upon receipt by
the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator
shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such
instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line
reference of “WFCM 2018-C48 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust
Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for
all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of
the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify
the Depositor, and thereafter


 






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the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator
shall have no responsibility in connection therewith.


 


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final
Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account
in accordance with directions provided by the Depositor.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of
funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the
Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will
be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates; the Companion Distribution Account (including
interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier
REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier
REMIC, each for federal income tax purposes.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V Certificates, which account shall be an asset of the Grantor
Trust, but shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account shall be established and maintained
as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer
shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess
Interest received by the Master Servicer prior to the Determination Date for the applicable Collection Period.


 


(d)       Following
the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 






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


 


 Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related Serviced Companion
Loan in connection with such sale and remit such funds to the Master Servicer on the later of (x) the date that is on or prior
to each Determination Date or (y) two (2) Business Days after such amounts are received and properly identified and determined
to be available, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report.
On the related Remittance Date, the Master Servicer shall remit such funds that are allocable to the Mortgage Loan to the Certificate
Administrator, who shall deposit such funds into the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable
to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion
Paying Agent for deposit into the Companion Distribution Account.


 


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


 


(g)       [RESERVED].


 


(h)       [RESERVED].


 


(i)        If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of
Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available Loss of Value
Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall
account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as
paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of
Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all
federal income tax purposes, and shall be taxable on all income earned thereon.


 






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Section
3.05       Permitted Withdrawals from the Collection Account, the Distribution Accounts
and the Companion Distribution Account. (a) The Master Servicer may, from time to time, make withdrawals from the Collection
Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account) for any of the
following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)       (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by
the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to
a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement with respect to
a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan, as applicable, and then, pro rata
and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance with their
respective outstanding principal balances) and then out of general collections on the Mortgage Loans and REO Properties,
(C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor
Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan),
as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee
pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related
Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of
payments, P&I


 



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Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation
Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that
are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations
Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection
with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with
respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or
any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole 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


 






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amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided,
however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any
related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Mortgage
Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances and
provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating
to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior
to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to
Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans or AB Subordinate Companion Loans), prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to
pay itself, with


 



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respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing
Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)      at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Section 4.03(d) and Section 3.11(d), (b) any unreimbursed Servicing Advances (including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any
interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and
any AB Subordinate Companion Loans);


 


(vii)     to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)    in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out
of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses


 



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are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and
then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loan;


 


(x)        to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges


 



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collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)       to
recoup any amounts deposited in the Collection Account in error;


 


(xii)      to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating to
a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu
Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiii)     to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(b), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(f) to the extent payable out of the Trust Fund,
(b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an
amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the
terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with
their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu
Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loan), in


 



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each case, prior to being payable out of general collections with respect to the
Mortgage Loans;


 


(xiv)    to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)     to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)    to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 


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


 


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


 


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


 


(xx)      [RESERVED];


 


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


 


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


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts 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


 



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applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated by this Agreement,
the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property basis, for the
purpose of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer
from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer
of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. The Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when appropriate, on
a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out
of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise
be payable to the related Companion Loan, as applicable.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)        to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(b);


 


(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;


 






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


 


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


 


(vi)      to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)     to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


(viii)    to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)       termination
of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)        to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       [RESERVED].


 



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(f)        Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section
3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of
such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances
and interest thereon listed in Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(iv), Section
3.05(a)(v) and Section 3.05(a)(vi) then reimbursements shall be paid first to the Certificate Administrator and
to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then to
the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided that, (1) with
respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such
Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master
Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date) transfer such Loss
of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit
into the Collection Account for the following purposes:


 


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


 


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


 


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


 


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


 






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(v)       On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are
attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)        The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


 


Section
3.06        Investment of Funds in the Collection Account, REO Account and Loss
of Value Reserve Fund. (a) The Master Servicer may direct any depository institution maintaining the Collection Account,
the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account and Loss of Value
Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is
such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next
succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are
required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account
is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in
an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection
Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as
applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee
shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which 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


 



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Section 8-102(a)(17)
of the UCC), the Master Servicer or the Special Servicer, as the case may be, shall take or cause to be taken such action as the
Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on
deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) shall:


 


(i)       consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


 


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


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account,
Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds 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


 



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such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07       Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.
(a) The Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special
Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required
by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided
in the next sentence with respect to the Master Servicer or the Special Servicer, as the case may be) or if the Trustee does not
have an insurable interest. If the Mortgagor does not so maintain such insurance coverage or the Mortgaged Property is an REO
Property, subject to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special
Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as
is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance
is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially
reasonable rates, as determined by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Property) (provided that any determination that such insurance coverage is not available or not available at
commercially reasonable rates shall be made (i) prior to the occurrence and continuance of any Control Termination Event and other
than with respect to any Excluded Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence and
during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event, and other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder (or, in each
case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
with the consent of the Serviced AB Whole Loan Controlling Holder), except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to


 



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a Specially Serviced
Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer,
as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced Loan) (i) unless a Control Termination Event has occurred and is
continuing and other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder and (ii) after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, and other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder (or,
in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal
Period, with the consent of the Serviced AB Whole Loan Controlling Holder), and only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as the case may be, and, if available,
can be obtained at commercially reasonable rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and other than with
respect to any Excluded Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence and during the
continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and
other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder (or, in each case, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent
of the Serviced AB Whole Loan Controlling Holder)), that such insurance is not available at commercially reasonable rates or that
the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the
Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall
(i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the
case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced
Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained
in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties),
(iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged
Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including
any related Serviced


 



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Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such
endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written
notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10)
days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a
Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer
or the Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with
the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance
Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than
any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer
as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii)
shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced
Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to
REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if
the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such
Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead
be paid out of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole
Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall
not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any
Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided
that the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates of insurance in determining
whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified
in the Additional Exclusions or provide an


 



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explanation as to its reasons for failing to purchase such insurance and (C) notify
the Special Servicer if it has knowledge that any insurance policy for a Mortgaged Property securing a Specially Serviced Loan
contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with
the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested
to be purchased by the Master Servicer pursuant to clause (B) above. If the Master Servicer (with respect to a Non-Specially
Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) determines in accordance with the Servicing
Standard that such failure is not an Acceptable Insurance Default, the Special Servicer (with regard to such determination made
by the Special Servicer) shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained. The Master Servicer and the Special Servicer (with respect to the Special Servicer,
at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer
shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions
exist. Furthermore, the Master Servicer or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i)
have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust
or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During
the period that the Master Servicer or the Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Certificateholder or the holder of any Companion Loan, neither the Master Servicer nor the Special Servicer
will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance
and will not be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain such
insurance or cause such insurance to be maintained.


 


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


 



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Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the
extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 


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


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer will promptly report in writing to 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.


 






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(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.
If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing
Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. The
cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer
as a Servicing Advance.


 


(f)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


(g)       Notwithstanding
anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent),
as applicable, is rated at least “A3” by Moody’s or “A-“ by Fitch (if rated by Fitch), the Master
Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to any of its obligations under this Section 3.07.


 






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Section
3.08      Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a
“due-on-sale” clause, which by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)         provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof)
or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale
or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that (i) other
than with respect to a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage
Loan is not an Excluded Loan, no Control Termination Event shall have occurred and be continuing and the matter involves a Major
Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to
the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an
Excluded Loan, a Control Termination Event shall have occurred and be continuing and no Consultation Termination Event shall have
occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent
required pursuant to Section 6.08(a) and (C) after the occurrence and during the continuance of an Operating Advisor Consultation
Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent required pursuant to Section
6.08(a) (provided that in the case of clause (A), clause (B) and clause (C) such consent shall
be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent
or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s
written recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably requested
by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available to the Special Servicer in
order to grant or withhold such consent or conduct such consultation), and (ii) with respect to any Mortgage Loan (x) with a Stated
Principal Balance greater than or equal to $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 largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special
Servicer, as the


 






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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 (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may
be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained
in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially
Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied.


 


(b)        As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(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;


 






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then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof)
or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation
of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights,
provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii) of the definition
thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred and be continuing
and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained
by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if
such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) and (C) after the occurrence and during the continuance of an
Operating Advisor Control Termination Event, the Special Servicer shall have consulted with the Operating Advisor if and to the
extent required pursuant to Section 6.08(a) (provided that in the case of clause (A), clause (B) and
clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a
response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt
of the Special Servicer’s written recommendation, which may be in the form of an Asset Status Report, and analysis and all
information reasonably requested by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available
to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) the Master Servicer
or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to
2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing
and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate
of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed
additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $20,000,000; provided, however, that with respect to sub-clauses (A), (B), (C)
and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major


 






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Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Special Servicer or the Master Servicer, as applicable, shall
(if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with
Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where
no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage
Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced
Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record,
shall determine whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiii) of the definition of Master Servicer
Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision
pursuant to clause (xiii) or clause (xiv) of the definition thereof, the Master Servicer shall promptly forward such
request to the Special Servicer and the Special Servicer will be required to process such request (including, without limitation,
interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer will have no further obligation
with respect to such request or due-on-sale or due-on-encumbrance. The Master Servicer shall continue to cooperate with the Special
Servicer by delivering to the Special Servicer any additional information in the Master Servicer’s possession requested by
the Special Servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause. The Master Servicer shall not be permitted to process any request relating to such consent or waiver with respect to a
“due-on-sale” or “due-on-encumbrance” clause (other than any transfers or assumptions provided for in clause
(xiii) of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause
which waiver constitutes a Master Servicer Decision pursuant to


 






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clause
(xiii) or clause (xiv) of the definition thereof) and shall not be required to interface with the Mortgagor or provide
a written recommendation and analysis with respect to any such request.


 


(c)         Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)         Except
as otherwise permitted by Section 3.08(a), Section 3.08(b) and/or Section 3.18, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision
of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section
3.08(a) or Section 3.08(b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and
shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information
Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect
to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section
3.08(a) or Section 3.08(b) and shall forward thereto a copy of such agreement.


 


(e)        [RESERVED].


 


(f)         For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall be made without (x)
(i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan,
the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and pursuant
to the process described under Section 6.08(a), (y) (i) after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan, consultation with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)
and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation with the Operating
Advisor if and to the extent required pursuant to Section 6.08(a).


 


(g)        Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise


 






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prohibited
pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does
not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan
documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholder’s and the Operating Advisor’s respective rights pursuant to Section
6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of
a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise
reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include
an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant
to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall
have suffered damage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable
discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master
Servicer or the Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall
be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute
a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master
Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special Servicer
in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal
obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and
when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value
of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master
Servicer as a Servicing Advance.


 


(b)        The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 






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(i)          such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)         the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)         there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the
Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of
the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such


 






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Serviced
Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding sentence have been satisfied. The Special Servicer shall review and be familiar with
the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each
environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under
such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)         If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect
to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence
and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the
Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related
Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then
prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and the Directing Certificateholder
(in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and
other than with respect to any Excluded Loan), in writing of its intention to so release such Mortgaged Property and the bases
for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention
to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii)
in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled
to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30)
days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to
respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent that any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such
fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 






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


 


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


 


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


 


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


 


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full
of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer,
as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery
of the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer
to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release


 






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can
reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of
such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer,
as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


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


 


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


 






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


 


Except as set forth in
the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer
of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof).
With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts
payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement) that are Master Servicer Decisions; provided that if any such matter involves a Major
Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application
fees and other similar items received on any Non-Specially Serviced Loans for which the Master Servicer is processing the underlying
assumption-related transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor
Agreement) that are Master Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance of doubt,
any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer


 






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is
entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other
than assumption application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed
in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions; provided that if any such
matter involves a Major Decision, then the Master Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout
fees and other similar fees, and only to the extent that all amounts then due and payable with respect to the related Mortgage
Loan or related Serviced Pari Passu Companion Loan have been paid. In addition, the Master Servicer shall be entitled to charge
and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced
Loan) any charges for beneficiary statements or demands and other customary charges, amounts collected for checks returned for
insufficient funds and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not
prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related
Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant
to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall
also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section
3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion
Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts which
are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive,
between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari
Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments.
The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the
premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent
such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain
for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and
any successor REO Loan); provided, however, that in the event of any resignation or termination of Wells Fargo Bank,
National Association as the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master
servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at
a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall,
by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the


 






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Transferable
Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is
entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank,
National Association as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


A Liquidation Fee will
be payable to the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) with respect to
which the Master Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance and Condemnation Proceeds
or (ii) Loss of Value Payments (including with respect to the related Companion Loan, if applicable).


 


(b)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions
of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. For
the sake of clarity, nothing herein is intended to limit the Special Servicer’s right to share any compensation after it
is received nor to imply that there may not be more than one Special Servicer. The Special Servicer shall not be entitled to any
Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional
servicing compensation in the following form shall be promptly paid to the Special Servicer by the Master Servicer (or directly
from the related Mortgagor) to the extent such fees are paid by a Mortgagor and shall not be required to be deposited in the Collection
Account pursuant to Section 3.04(a): (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions
or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect to Specially
Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Specially Serviced Loans and 100% of
assumption application fees and other similar items on any Non-Specially Serviced Loans for which the Special Servicer is processing
the underlying assumption-related transaction that is a Major Decision, (iii) 100% of waiver, consent and earnout fees, pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced
Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (iv) 50% of all Excess Modification
Fees related to modifications, waivers, extensions or amendments of any Non-Specially Serviced Loan to the extent the matter involves
a Major Decision and (v) 50% of all assumption, waiver,


 






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consent
and earnout fees received with respect to any Non-Specially Serviced Loan to the extent that the matter involves a Major Decision.
Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits
relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the
prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special
Servicer shall be entitled to charge any Mortgagor for and retain as additional servicing compensation (other than with respect
to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees
are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each
Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however,
that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000,
any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further,
however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate
is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected
Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer
in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced
(but not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an
amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan
will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become
payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to
any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or
resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion
Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be
payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated
(other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated
Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or
workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer
resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive
timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive
timely Periodic Payments. The successor special servicer shall not be entitled to any portion of such Workout Fees. The Special
Servicer shall not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee shall be payable to
the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to which the Special Servicer acts as the
Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) and (c) each REO Property


 






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(other
than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation
Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such
Liquidation Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation
Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such
Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds
that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special
Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage
Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing
Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement
is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as
though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses
are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.


 


For the avoidance of
doubt, with respect to any fee split (other than a fee split with respect to Penalty Charges) between the Master Servicer and the
Special Servicer pursuant to the terms of this Agreement, the Master Servicer and the Special Servicer shall each have the right,
but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however
that (x) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage
interest of any fee due to the other and (y) to the extent either the Master Servicer or the Special Servicer exercises its right
to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge
such fee will not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master
Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer shall still be entitled to charge the
portion of the related fee the Special Servicer would have been entitled to if the Master Servicer had charged a fee and the Master
Servicer shall not be entitled to any percentage interest of such fee charged by the Special Servicer. Similarly, if the Special
Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer shall still be entitled to charge the
portion of the related fee the Master Servicer would have been entitled to if the Special Servicer had charged a fee and the Special
Servicer shall not be entitled to any percentage interest of such fee charged by the Master Servicer.


 


(d)          In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)


 






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and
any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to
a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the related
trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which
resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement)
with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by
the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan
and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty
Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such
Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially waived any Penalty Charge
(part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related
Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro rata
by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise
have been entitled. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to any
Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and
interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and
administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan
or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as
the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing


 






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Shift
Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing
Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer
and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer
were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer
were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


 


(e)          With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Day following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12     Inspections; Collection of Financial Statements; Delivery of Reports. (a) The Master Servicer shall perform
(at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or an REO Loan) with a Stated Principal
Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four
(24) months, in each case, commencing in the calendar year 2020 (and each Mortgaged Property shall be inspected on or prior to
December 31, 2021); provided, however, that if a physical inspection has been


 






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performed
by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be
performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60)
days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged
Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan or an REO Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Loan or an REO Loan. The cost of such inspection by the Special
Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent
not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and
then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, in the case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu
Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB
Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out
of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from
the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has
knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any
adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible
material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from
the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly
following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer
and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced
Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or
the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared
by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for review by NRSROs (including Rating Agencies) that are Privileged Persons. In respect of any Mortgage
Loan other than an Excluded Loan that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation
Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder
and upon request to each


 






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Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer
and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related
Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such
items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable,
shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the
Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year, commencing in 2020 for the 2019 calendar year.
Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special
Servicer, as the case may be, shall deliver or make available electronic copies of such items to the Certificate Administrator
to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of any portion of
such items, the Master Servicer or the Special Servicer, as applicable, shall deliver or make available additional copies of the
requested items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Furthermore, with respect
to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual or quarterly
testing of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests, debt service coverage
ratio tests and/or loan-to-value ratio tests) in connection with cash management triggers or the commencement of additional required
Escrow Payments, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any
Non-Specially Serviced Loan, as applicable (only to the extent the related information required for such testing is to be delivered
to the Master Servicer or Special Servicer pursuant to the related Mortgage Loan Documents and is actually delivered to either
the Master Servicer or the Special Servicer), shall use reasonable efforts to conduct such financial testing within the timeframes
contemplated by such Mortgage Loan documents.


 


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO
Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and REO Property:


 






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(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending March 31, 2019, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged
Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) is on the CREFC® Servicer Watch List). Promptly following the initial preparation and each material revision
thereof, the Special Servicer shall deliver to the Master Servicer (in electronic format) each CREFC® Operating Statement Analysis
Report with respect to Specially Serviced Loans and REO Properties, along with the related operating statements. The Master Servicer
shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon
request, the related operating statements (in each case, promptly following the initial preparation and each material revision
thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any
Serviced Companion Loan).


 


(ii)          Within
forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent that any such information
is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results
as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year, commencing
within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2019, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic
format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and, upon request,
the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website.


 


(c)          At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master


 






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Servicer
and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, the CREFC®
Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC® Loan
Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding,
for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer
as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include
data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report
and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each
case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning January 2019, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B)
CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be
included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and
the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered
pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00
p.m. (New York City time) on the P&I Advance Date beginning January 2019, the Master Servicer shall deliver or cause to be
delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports,
CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer.
Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning January 2019, the
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction Template,
if provided for such Distribution Date. In no event shall any report described in this subsection be required to reflect information
that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not later than 5:00 p.m.
(New York City time) on each P&I Advance Date, beginning in January 2019, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR Compatible Format provided, however, that the Master
Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File unless the


 






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Depositor
has delivered the items required pursuant to Section 2.01(i). If the Certificate Administrator does not receive such CREFC®
Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall immediately
request such CREFC® Schedule AL File from the Master Servicer via email at ssreports@wellsfargo.com and send a
copy of such request to the Depositor via email to CRRCompliance@wellsfargo.com. In preparing the CREFC® Schedule
AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification,
the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and
compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under
the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, any Initial Schedule AL Additional File and
Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule
AL File, deliver any related Schedule AL Additional File in EDGAR Compatible Format. The CREFC® Schedule AL File
and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer
shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files unless, solely with
respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule
AL Additional Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile,
edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File
or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of
any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and any information provided by the Trustee, without any duty or obligation to recompute, verify or recalculate any of
the amounts and other information stated therein.


 


(e)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent
manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.11(e),
Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information
or reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent
that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant
to Section 3.11(e), Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared
and delivered by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) or Section 3.12(c), the Master
Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received
the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to
a delay in providing the reports required by


 






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Section
3.12(d) caused by the Special Servicer’s failure to timely provide any information or report required under Section
3.11(e), Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available any
statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the
Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of


 






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copies
of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall
be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator
on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


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


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special
Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense
of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements,
rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan,
if requested by the holder of an AB Subordinate Companion Loan,


 






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as
the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection
with such request, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer,
as applicable, generally to the effect that such Person will keep such information confidential and shall use such information
only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such
AB Subordinate Companion Loan, as applicable, may have under this Agreement.


 


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


 


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


 


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


 


(A)          the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 






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(A)          any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


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


 








(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)          a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis; and


 


(E)          the
CREFC® Appraisal Reduction Template;


 


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


 


(A)          any
notice with respect to a release pursuant to Section 3.09(d);


 






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(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


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


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)          any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 






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(O)          any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist
due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice
of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan);


 


(P)          any
notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)          any
notice of the occurrence of an Operating Advisor Termination Event;


 


(R)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)          any
assessments of compliance delivered to the Certificate Administrator; and


 


(T)          any
attestation reports delivered to the Certificate Administrator;


 


(U)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(V)          any
Proposed Course of Action Notice; and


 


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


 


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


 


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


 


(viii)        the
“Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance by the Retaining
Sponsor with the Risk Retention Rules and (B) any noncompliance by the Third Party Purchaser or a successor third party purchaser
with the applicable provisions of the Risk Retention Rules;


 


provided that
with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of
such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 






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The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


In the event that the
Retaining Sponsor determines that the Retaining Party or the Third Party Purchaser no longer complies with the provisions of the
Risk Retention Rules related to (a) number of third party purchasers, (b) source of funds, (c) third-party review, (d) affiliation
and control rights or (e) hedging, transfer and pledging, the Retaining Sponsor will be required to send a written notice of such
non-compliance to the Certificate Administrator who will post such notice on its website under the “Risk Retention Special
Notices” tab.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than financial market publishers) that has registered to receive access to the
Certificate Administrator’s Website that a notice has been posted to the “Risk Retention Special Notices” tab.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to
the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer
or the Special Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D and
upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information
(other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or


 






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Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
P-1D in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) hereto
from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling
Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a
Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in
the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and
directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access
has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form
of Exhibit P-1D in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic
form) to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class
Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website. With respect
to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer, the
Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to
delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other
Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form of
Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if
the Master Servicer, the


 






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Special
Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, did not receive prior written notice that
the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted
on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance
with Section 3.33.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the summary of a Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)          The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2018-C48” and an identification of the type of information being provided
in the body of such


 






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electronic
mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established
or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any
notices of waivers under Section 3.08(d);


 


(ii)           any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)         any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such Business
Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider
shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate,
complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that
any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove
such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider
have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information
was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by
the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which
certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically
referencing “WFCM 2018-C48” 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


 






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electronic
media and delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5
Information Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s
Website to any designee or third party.


 


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


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers any information, report, notice or
document to the 17g-5 Information Provider under this Agreement that such information, report, notice or document was received
and that it has been posted.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2018-C48” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c) above; provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable
time. The Master Servicer or the Special Servicer, as applicable, shall not send any such information directly to the Rating Agencies
until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s
Website.


 


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


 






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form
of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(f)          Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any
Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons
who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii)
require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor
Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s
website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to
any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s or
the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance
of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.13(f) to current or prospective
Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person
is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates
or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a 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 Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may be.


 


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


 


(h)          Without
limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall deliver
to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and Major Decision Reporting
Packages (only with respect to any Specially Serviced Loans) and after an Operating Advisor Consultation Event, Asset Status Reports
and Major Decision Reporting Packages. In addition, the Special Servicer, subject to the limitations on delivery of Privileged
Communications, shall deliver to the Operating Advisor such reports and other information produced or to be provided to the Directing
Certificateholder (other than, prior to the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status
Reports that are not Final Asset Status Reports), or Certificateholders generally, as requested by the Operating Advisor in support
of the performance of its obligations under this Agreement in electronic format.


 


(i)          None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations
in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal


 






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specific
identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the
availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from
the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access to)
other than pursuant to this Section 3.13(i).


 


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


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate
of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable,
on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time
no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)
by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an
Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of
such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not
cause an Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension
or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one


 






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


 


(c)          The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are
received and properly identified and determined to be available (or with respect to a Serviced Companion Loan, on the Business
Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to
the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the
aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i)
any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit
in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with
the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master
Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable,
on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date
(or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)          The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15 Management of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage,
conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
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


 






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Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have
full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit
of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as
holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow
the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests
of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing
such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit
or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly
identified funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related
REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property,
funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


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


 


(ii)           all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any
ground rents in respect of such REO Property, if applicable; and


 


(iv)          all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage Loan other
than an Excluded Loan, and prior to the occurrence and continuance of a Consultation Termination Event)) such advances would, if
made, constitute Nonrecoverable Servicing Advances.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 


(iv)          none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


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


 


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


 






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(d)          When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Section 3.15(a) and Section 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the
related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but
in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust
its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in
accordance with a review of such circumstances and new information in accordance with the Servicing Standard including, without
limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair
value determination and any adjustment to its fair value determination.


 


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust


 






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and,
if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the extent permitted under the related
Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the
Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders and, subject to the terms of the related Intercreditor Agreement (and provided that the related Non-Serviced
Special Servicer will not be entitled to a liquidation fee), the Special Servicer will be entitled to the liquidation fee that
the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor and the Directing Certificateholder (other than with respect to any Excluded Loan) not less than ten (10) days’
prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase
Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer received
from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special
Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that
is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than
an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for
any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the
period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether
the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested
Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two other offers are received
from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for
any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged
Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and
will be reimbursable as, a Servicing Advance by the Master Servicer.


 






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Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines ((i) with respect to any
Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and (ii) in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).
In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the Special Servicer if it
determines, in its reasonable judgment consistent with the Servicing Standard, that the acceptance of such offer would be in the
best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to
a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the
related Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely
to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided
that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall
use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the
Trustee shall have no obligation to make any fair


 






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value
determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related
Appraisal.


 


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


 


(b)          (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and the Directing Certificateholder (in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than
an Excluded Loan prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’
prior written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation
of the Purchase Price) or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received
from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable
law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an
Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property
and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned
by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(B)          In
the absence of any such offer as set forth in sub-clause (A) above, the Special Servicer shall, subject to sub-clause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special


 






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Servicer
determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective whole (taking
into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special Servicer may
accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the
best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either
case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans)
(for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain
customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance
with the terms of this Agreement, none of the Master


 






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Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with
respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any
cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is
an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan
together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent
of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder
of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered
to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of
any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of
each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any such
proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced
Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari
Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to
other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in
connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be
permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates
shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan,
the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with
respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan 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


 






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determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the
Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person
within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person.


 


(e)          (i)
Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.
If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer
be subject to this Agreement.


 


(ii)          Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)          In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section
3.17     Additional Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan)
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each
P&I Advance Date, without any right of reimbursement therefor.


 


(b)          The
Master Servicer or the Special Servicer, as applicable, shall provide to each Serviced Companion Noteholder any reports or notices
required to be delivered to such Serviced Companion Noteholder pursuant to the related Intercreditor Agreement.


 


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full


 






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amount
of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account and available for distribution
on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable,
instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)
immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then-current Determination Date, for successive one-month periods
for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded
Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in
accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in
its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior to
payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from
the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the
related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for
principal collections on the Mortgage Loans to be received until the end of such collection period before making its determination
of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however,
that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period
will exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans deposited in the
Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable
efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical,
which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting
fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances
or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received
from the Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable
Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply,
the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated
reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding
or second preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether


 






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to refrain
from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any
principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the
Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to
the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this Section 3.17(c) or to comply with the terms of this Section
3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has been made; provided,
however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some
classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer,
as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee),
constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer
or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account
for such Distribution Date (deemed first from principal and then interest). Any such election by any such party to
refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any
one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s,
as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to
the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred
or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the
Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any
of the Companion Holders for any such election that such party makes as contemplated by this Section 3.17(c) or for any
losses, damages or other adverse economic or other effects that may arise from such an election, nor shall such election constitute
a violation of the Servicing Standard or any duty under this Agreement. Neither the Master Servicer nor the Trustee shall have
any liability whatsoever for making an election, or refraining from making an election, that is authorized under this Section
3.17(c).


 


No determination by the
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable)


 






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to
subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during
such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or
the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications,
amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage
Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers,
modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision. Except as set forth in Section
3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i),
Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to
any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole
Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with
respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement), the Special Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Loan and/or related Companion
Loan that would constitute a Major Decision without (x) prior to the occurrence and continuance of a Control Termination Event
and other than with respect to any Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder having been
obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a),
(y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event, and


 






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other
than with respect to any Excluded Loan, the Special Servicer having consulted with the Directing Certificateholder if and to the
extent required pursuant to Section 6.08(a) or (z) after the occurrence and during the continuance of an Operating Advisor
Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required pursuant to
Section 6.08(a); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii)
in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date
of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date
of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or
default with respect thereto is not reasonably foreseeable, prior to any such extension, the Special Servicer shall (1) provide
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (other
than with respect to any Excluded Loan and prior to the occurrence and continuance of a Consultation Termination Event), with
an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and,
if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, obtain the
consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect
to any Excluded Loan, consult with the Directing Certificateholder, in each case pursuant to the process described in Section
6.08(a) and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer
having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a). Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent
to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder,
may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any
ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or
amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within
the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other


 






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parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms
of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably
foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from
each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable
Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section
1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may
obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related
Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that
is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special
Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the
next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision. The Master
Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by
the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any
Major Decision.


 


(b)          If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (w) the provisions of this Section
3.18(b) and Section 3.18(c), (x) with respect to any such Specially Serviced Loan other than an Excluded Loan, prior
to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or after the
occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination


 






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Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08, (y) after the occurrence and during
the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a) and (z) with respect to a Serviced Whole Loan, the rights of the related Serviced Companion
Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the
related mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver
or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement,
as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in
the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding
the matter; provided, further, that in the case of any release or substitution of collateral (other than a defeasance),
the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an
Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as
the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related
Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced


 






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Loan
if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan
is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and,
((A) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan,
with the consent of the Directing Certificateholder pursuant to Section 6.08 and (B) after the occurrence and during the
continuance of an Operating Advisor Consultation Event, after consulting with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a)) ten (10) years prior to the expiration of such leasehold estate (including any options to
extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless
interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)          Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and this Section 3.18 if such
matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with the
Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not
in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i)
will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust REMIC to be
subject to any tax under the REMIC Provisions. In making this determination, the Master Servicer or the Special Servicer may obtain
and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense
of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related
Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that
the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the
Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge
or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by
all interest that


 






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would
be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)          Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(f)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)          With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the
Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the
occurrence and during the continuance of an Operating Advisor Consultation Event), the Directing Certificateholder (other than
(i) following the occurrence and continuance of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the
applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred,
if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver
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, amendment or consent (in each case, after it
is finalized and executed) for which it is responsible for processing pursuant to this Section 3.18 (including, for the
avoidance of doubt, any Master Servicer Decision), the Master Servicer shall provide written notice of any such modification, waiver,
amendment or consent to the Trustee, the Certificate Administrator, the Special Servicer, the Directing Certificateholder (unless
a Consultation Termination Event has occurred and is continuing and other than with respect to an Excluded Loan), the applicable
Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable)
and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall
deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit
in the related Mortgage File, an original counterpart of the agreement


 






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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, if any. Following receipt of the Master Servicer’s or the Special Servicer’s,
as the case may be, delivery of the aforesaid modification, waiver 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 Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(m))
shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately
following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such
additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form
of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto
as Exhibit EE. The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or
the Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount
of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on
the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage
Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to include
such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate
Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report
in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer
and the Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)          Subject
to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall process
all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance with the
terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with
a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government
securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable
Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property
will provide cash flows sufficient to meet


 






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all
payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance
with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii)
one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust,
will have a first priority perfected security interest in such substituted Mortgaged Property; provided, however,
that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related
Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose
entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to
require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor
mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25); provided, further, however, that no such confirmation
from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially
in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with
such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents
less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten
largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to
pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the
extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their use
would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel
(at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan
documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury


 






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Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans identified as Mortgage Loan Numbers 7, 9, 13, 14, 26 and 46 on the Mortgage Loan Schedule for
which Argentic or BSPRT Finance is the applicable Mortgage Loan Seller and that are subject to defeasance, the related Mortgage
Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate
the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation,
the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance
request with respect to a Mortgage Loan for which Argentic or BSPRT Finance is the related Mortgage Loan Seller, which such Mortgage
Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall
provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to Argentic or BSPRT
Finance, as applicable. Until such time as the related Mortgage Loan Seller provides the Master Servicer with written notice to
the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which Argentic
or BSPRT Finance is the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan Seller. With respect to any
such Mortgage Loan that is subject to defeasance, if the successor borrower is not designated or formed by the related Mortgage
Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer
in accordance with the Servicing Standard.


 


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


 






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anything
herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for
a period in excess of 365 days (or 366 days in the case of a leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer shall
not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of
Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not
cause an Adverse REMIC Event to the extent the Special Servicer determines in its reasonable good faith business judgment consistent
with the Servicing Standard that such Opinion of Counsel is reasonably necessary.


 


(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the definition
of Master Servicer Decision) or the Special Servicer’s approval or consent, take any of the following actions with respect
to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loan (each such action, a “Master
Servicer Decision”): (i) grant waivers of non-material covenant defaults (other than financial covenants), including
late (but not waived) financial statements except that (other than with respect to any Excluded Loan, and prior to the occurrence
and continuance of a Control Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required
to grant waivers of more than three consecutive late deliveries of financial statements; (ii) consents to releases of non-material,
non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property
or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases
are required by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including,
without limitation for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the
Mortgage Loan to easements, except that, prior to the occurrence and continuance of any Control Termination Event and other than
in the case of any


 






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Excluded
Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required to approve or consent to grants of
easements or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make
payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine approvals, including
granting of subordination, non-disturbance and attornment agreements and consents involving leasing activities (other than for
ground leases) (provided that, prior to the occurrence and continuance of a Control Termination Event and other than in
the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for leasing
activities that affect an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property),
including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation
of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a Control Termination Event and
other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation
that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change in property management relating
to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided
that, prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded 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 and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s
consent (or deemed consent) shall be required for earnout, holdbacks or performance reserve releases specifically scheduled on
Schedule 3 to this Agreement for which there is lender discretion; (ix) grant any extension or enter into any forbearance
with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date
of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after the related Maturity
Date and (B) the related Mortgagor has delivered documentation (which the Master Servicer shall promptly deliver to the Directing
Certificateholder) reasonably satisfactory in form and substance to the Master Servicer which provides that a refinancing of such
Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment
will become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement,
except that (other than with respect to any Excluded Loan and other than with respect to amendments to split or resize notes consistent
with the terms of such Intercreditor Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required
for any such modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement other than
during a Control Termination Event, and if any modification or amendment would adversely impact the Special Servicer, such modification
or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness; (xi) any determination
of an Acceptable Insurance


 






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Default, except that, prior to the occurrence and continuance of any Control Termination Event and
other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
in accordance with the terms of this Agreement for any such determination; (xii) approve or consent to any defeasance of the related
Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral required
under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United States would
be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced
Whole Loan documents do not otherwise permit such principal prepayment; (xiii) any assumption of the Mortgage Loan or transfer
of the Mortgaged Property, in each case, that the loan documents allow without the consent of the mortgagee but subject to satisfaction
of conditions specified in the loan documents where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied; and (xiv) grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a
Major Decision; provided that (w) any such action would not in any way affect a payment term of the Certificates, (x) any
such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to
Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal
income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by
the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such
action would be consistent with the Servicing Standard, and (z) agreeing to such action would not violate the terms, provisions
or limitations of this Agreement or any Intercreditor Agreement; provided, further, that, in the case of any Master
Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed given if a response
to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Master
Servicer, in order to grant or withhold such consent; provided, further, that in the case of any Master Servicer
Decision that requires the consent of the Directing Certificateholder, after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
shall be entitled to consult with the Master Servicer on a non-binding basis (provided that if the Directing Certificateholder
fails to respond to a request for consultation within 10 Business Days after receipt of such request for consultation (together
with all information reasonably requested by the Directing Certificateholder, and reasonably available to the Master Servicer,
in order to so consult) from the Master Servicer, the Master Servicer shall have no further obligation to consult with the Directing
Certificateholder with respect to such Master Servicer Decision, provided, however, that the failure of the Directing Certificateholder
to respond will not relieve the Master Servicer from its obligation to consult with the Directing Certificateholder on any future
matters). The foregoing is intended to be an itemization of actions the Master Servicer may take without having to obtain the
approval of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


(n)          Neither
the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all


 






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interest
and principal on the senior or “A” portion of such AB Modified Loan shall have been paid in full and such senior or
“A” portion shall no longer be outstanding; provided, however, that interest and other amounts in respect
of such junior or “B” portion may accrue prior to such point in time.


 


Section
3.19     Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give
notice to the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently
provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer
shall use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii) or (ix) of the definition of “Servicing
Transfer Event”, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer
Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee,
the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant
to this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator
shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer,
and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related
Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately
give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect
to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the


 






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Directing
Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies
only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File
to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)          No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the Directing Certificateholder (but only in respect
of any Mortgage Loan other than (A) any Excluded Loan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control
Appraisal Period, and in any event prior to the occurrence and continuance of a Consultation Termination Event), the Operating
Advisor (but, other than with respect to an Excluded Loan, only after the occurrence and during the continuance of an Operating
Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to
the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an Other Securitization,
to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold; the Special Servicer
shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator
shall post the summary of the Final Asset Status Report to the Certificate Administrator’s Website. Subsequent to the issuance
of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material
changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary
to reflect the then current circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing
status or otherwise liquidated in accordance with the Servicing Standard, the Special Servicer shall prepare one or more additional
Asset Status Reports with respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”).
For the avoidance of doubt, the


 






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Master
Servicer shall not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this
Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. Further, the
Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from the Master Servicer. Such
Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that
was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)            a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)          (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


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


 


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


 


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


 


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


 


(ix)           the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any


 






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adjustments
to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and


 


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


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders
and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature
of any Companion Loan), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or
the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to
the occurrence and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status
Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above,
the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in
no event later than thirty (30) days after such disapproval, to the Master Servicer, the Directing Certificateholder (prior to
the occurrence and continuance of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to
the occurrence and during the continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect
to the related AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance
of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an
Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove
such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until
the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best
interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the
pari passu or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder has not
approved the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report,
the Special Servicer shall follow the direction of the Directing Certificateholder provided, such direction would be consistent
with the Servicing Standard; provided, however, that if the Directing Certificateholder’s direction would cause
the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of Asset
Status Report; and provided, however, that such Asset Status Report does not, and is not intended to be, a substitute
for the approvals that are specifically required pursuant to Section 6.08. The procedures described in this paragraph are
collectively referred to herein as the “Directing Certificateholder Approval Process”, Prior to the occurrence of an
Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the


 






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Operating
Advisor following the conclusion of the Directing Certificateholder Approval Process. The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement such report; provided that such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report
for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in
respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their
respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope
of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


If an Operating Advisor
Consultation Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset Status Report prepared
in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred and
is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final Asset Status Report
shall only provide background information to support the Operating Advisor’s duties concerning the Special Servicer’s
compliance with the Servicing Standard, and the Operating Advisor shall not provide comments to the Special Servicer in respect
of such Final Asset Status Report. After the occurrence and during the continuance of an Operating Advisor Consultation Event,
the Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten
(10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information
reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent
it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are
holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative courses
of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and is
continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection with the Special
Servicer’s preparation of any Asset Status Report. The Special Servicer may revise the Asset Status Report as it deems necessary
to take into account any input and/or comments from the Operating Advisor (and if no Consultation


 






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Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).


 


Promptly upon determining
whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the
Directing Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable (but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating
Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued). The
procedures described in this and the immediately preceding paragraph are collectively referred to as the “ASR Consultation
Process”.


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
(except with respect to any Excluded Loan) and, after the occurrence and during the continuance of an Operating Advisor Consultation
Event, the Operating Advisor, shall consult with the Special Servicer and propose alternative courses of action and provide other
feedback in respect of any Asset Status Report. After the occurrence and continuance of a Consultation Termination Event (and at
any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan
pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights
over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set
forth in the related Intercreditor Agreement.


 


(e)          (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day or


 






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30-day
period, respectively, set forth therein), the Master Servicer shall with reasonable promptness give notice thereof, and shall
use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage Loan or Serviced Companion
Loan and reasonably requested by the Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer
shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each
such event.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final
Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing
Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time
the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not
in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the Special
Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy
of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status


 






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Report
related to any Serviced AB Whole Loan which is not subject to an AB Control Appraisal Period, which Final Asset Status Report
has been approved or deemed approved by the holder of the Serviced AB Whole Loan Controlling Holder in accordance with the related
Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in
electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)          No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20 Sub-Servicing Agreements. (a) The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or the
Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation,
by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may
act in accordance with Section 7.02 under the circumstances described therein (subject to Section 3.20(g)); (iii)
provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the
Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer
or Special Servicer that enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer
or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such
Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section
3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except through the
Master Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special
Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take
any action constituting a Major Decision without the consent of the Master Servicer or the Special Servicer, as applicable (which
consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement
entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such


 






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Sub-Servicer,
at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; (ix) provides that the Sub-Servicer
shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following
the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting
items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article XI
or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement
regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform
its obligations under Article XI or under the Exchange Act reporting items required under any other pooling and servicing
agreement that the Depositor is a party to; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time
the related Sub-Servicer (other than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate of the Third
Party Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). Any successor master servicer or successor
special servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as
applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer,
as the case may be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the Master Servicer
may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced
thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide)
that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to
render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided
for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee
copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case
promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the
Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been
advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as
they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable
between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement.
For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer
or the Special Servicer, as the case may be, the


 






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Trustee and the Depositor (and the Special Servicer shall notify the Operating
Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such
notice as to the Initial Sub-Servicing Agreements.


 


(b)          Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be
required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI.
Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. The Master Servicer or Special Servicer, as applicable, shall,
subject to the terms of the related Sub-Servicing Agreement, have the right to remove a Sub-Servicer retained by it at any time
it considers removal to be in the best interests of the Certificateholders.


 


(d)          In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 






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(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would
increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement,
without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)        Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


(j)        Except
with respect the Special Servicer, no party shall enter into an agreement with a Sub-Servicer that is a Risk Retention Affiliate
of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2). Notwithstanding the preceding
sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively assume that each Initial Sub-Servicer
is not a Risk Retention Affiliate of the Third Party Purchaser. If at any time a Sub-Servicer is a servicer as contemplated by
Item 1108(a)(2) and is a Risk Retention Affiliate of the Third Party Purchaser, the party that entered into a Sub-Servicing Agreement
with such Sub-Servicer shall terminate such Sub-Servicer in accordance with the Sub-Servicing Agreement to the extent such party
has actual knowledge of such affiliation.


 


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


 






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the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the P&I
Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect
thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to the occurrence and continuance of
a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) and (b) upon the occurrence and during
the continuance of any Operating Advisor Consultation Event, the Operating Advisor (with respect to the Special Servicer only),
regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special
Servicer, as the case may be, is responsible.


 


Section
3.23      Controlling Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
(other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when
such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver a
certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation
or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor
directing certificateholder shall also deliver a certification to all


 






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parties to this Agreement substantially in the form of Exhibit
P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of
the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i)
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written
notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and
(ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a
representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable to the
Directing Certificateholder that is a Loan-Specific Directing Certificateholder.


 


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


 


(d)       In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate


 






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Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, Argentic Securities Income USA LLC shall
be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder) and shall remain so until a successor
is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


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


 


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


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its 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-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.


 


(h)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


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






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information
of the Controlling Class Certificateholder, the Directing Certificateholder and any Serviced AB Whole Loan Controlling Holder.


 


(j)        With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)        Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any Operating
Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation
Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall,
within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to
this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A
Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E-RR Certificates to less than
25% of the Original Certificate Balance thereof.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event that an
Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the Horizontal Risk
Retention Certificates to 25% or below of their aggregate Original Certificate Balance, taking into account the application of
any Cumulative Appraisal Reduction Amounts, such special notice shall state: “An Operating


 






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Advisor Consultation Event has
occurred because the aggregate Certificate Balance of the Horizontal Risk Retention Certificates to 25% or below of their aggregate
Original Certificate Balance.”


 


With respect to any Mortgage
Loan determined to be an Excluded Loan, none of the Directing Certificateholder or any Controlling Class Certificateholder shall
have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event and
Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24      Intercreditor Agreements. (a) Each of the Master
Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each
Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees
to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor
Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in
accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in
this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion
Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and
Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees
that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the
related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this


 






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Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or the Special Servicer, as
applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling
Class Certificateholder.


 


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


 


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


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination


 






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Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class
Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or
not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special Servicer proposes
a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day
period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may
make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten
(10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect
the interests of the Certificateholders and the related Companion Holder. In no event shall the Special Servicer be obligated at
any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)        Each
Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)       To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25      Rating Agency Confirmation. (a) Notwithstanding
the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made
a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation
request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has


 






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responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for
Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by
posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the
Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may
be through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the
Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the case may be, confirms its
original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the
replacement master servicer or special servicer has been appointed and currently serves as a master servicer or a special servicer,
as applicable, on a transaction-level basis on a commercial mortgage-backed securities transaction currently rated by Moody’s
that currently has securities outstanding and for which Moody’s has not cited servicing concerns with respect to such replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special
servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to
the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement master servicer or
special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be


 






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made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


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


 


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


 


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


 


Section
3.26      The Operating Advisor. (a) The Operating Advisor shall review
(i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as
provided in Section 3.08(a), Section 3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d),
Section 3.26 and Section 6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation
Event the actions of the Special Servicer with respect to Major Decisions relating to any Mortgage Loan, (ii) all reports by the
Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s Website and that
are relevant to the Operating Advisor’s obligations hereunder and (iii) each Asset Status Report (after the occurrence and
during the continuance of an Operating Advisor Consultation Event) and (iv) each Final Asset Status Report delivered to the Operating
Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor
Standard. Furthermore, the Operating Advisor shall have no obligation or responsibility at any time to review the actions of the
Master Servicer for compliance with the Servicing Standard, and the Operating Advisor will not be required to consider such Master
Servicer actions in connection with any Operating Advisor Annual Report.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing


 






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Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 


(c)       (i)
Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance of an Operating Advisor
Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved or deemed approved
Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and (iii) after the occurrence and
continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package provided
to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but only if any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or
if an Operating Advisor Consultation Event occurred during the prior calendar year) deliver to the Certificate Administrator and
the 17g-5 Information Provider within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the
“Operating Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified
or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms
and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided,
however, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene
any provision of this Agreement), setting forth whether the Operating Advisor believes, in its sole discretion exercised in good
faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its
duties pursuant to this Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating
Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year
on a “trust-level basis” and identifying (1) which, if any, standards with which the Operating Advisor believes, in
its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any material deviations from the
Special Servicer’s obligations hereunder with respect to the resolution or liquidation of any Specially Serviced Loan or
REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan); provided, further,
however, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the
special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity
through the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor shall prepare
a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s)
serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be
required to report on instances of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole


 






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discretion exercised in good faith, to be immaterial.
Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c), each such Operating Advisor
Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that
the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to
a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding
Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate
Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website
in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor
Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business
Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have
no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer. Only as used
in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “trust-level basis” refers
to the Special Servicer’s performance of its duties as they relate to the pool of Specially Serviced Loans (and, after the
occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions on non-Specially Serviced
Loans), taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those
duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any
assessment of compliance report, attestation report, Major Decision Reporting Package, Asset Status Report, Final Asset Status
Report and any other information delivered to the Operating Advisor by the Special Servicer (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)       [RESERVED].


 


(e)       (i)
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation has been
finalized (and, if an


 






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Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special
Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts calculated by the Special Servicer, (ii) Cumulative
Appraisal Reduction Amounts calculated by the Special Servicer, (iii) Collateral Deficiency Amounts calculated by the Special Servicer
or (iv) net present value in accordance with Section 1.02(iv) calculated by the Special Servicer, the Special Servicer shall
forward such calculations, together with any supporting material or additional information necessary in support thereof (including
such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials, recalculate and review for accuracy and consistency with
this Agreement the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (in each case, as calculated
by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required
to be utilized for such calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve
any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula
in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations.
The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer
necessary for the calculation of the Cumulative Appraisal Reduction Amount that is in the Master Servicer’s possession or
reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special Servicer are not able to resolve
such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify
the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting
materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply and shall provide
such parties prompt written notice of its determination.


 


(f)        Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting
Package relating to a Specially Serviced Loan, Asset Status Report, Final Asset Status Report and other information delivered to
the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor),
and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications,
consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt,


 






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defeasances,
property management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform
under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with
respect to the Operating Advisor’s review of net present value and Cumulative Appraisal Reduction Amount calculations as
required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness
of Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present
value and Cumulative Appraisal Reduction Amount calculation.


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support
specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor
Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party
to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is
Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder (with respect
to any Mortgage Loan other than a Non-Serviced Whole Loan or any Excluded Loan) other than pursuant to a Privileged Information
Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect
to Other Securitizations that involve the same parties or borrower involved in this securitization, the knowledge of the employees
performing operating advisor functions for such Other Securitizations shall not be imputed to the employees of the Operating Advisor
involved in this securitization. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor.


 


(h)       [RESERVED].


 


(i)        As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage Loan
and each Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section
6.04(b), such amounts


 






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to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When
the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent
with the efforts in accordance with the Servicing Standard that the Master Servicer or the Special Servicer, as applicable, would
use to collect any borrower-paid fees not specified in the Mortgage Loan documents owed to it, and, only to the extent not prohibited
by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount
of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in
accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement
action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor
prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation
rights in its capacity as operating advisor with respect to any Non-Serviced Whole Loan or any related REO Property; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced
Whole Loan or Servicing Shift Whole Loan.


 


(j)        After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of
Principal Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce
the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace
the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed
replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator
of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote
and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which
confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional
expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request
by posting such notice on the Certificate Administrator’s


 






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Website in accordance with Section 3.13(b), and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders
of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable),
the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and
other than indemnification rights (arising out of events occurring prior to such termination)) by prior written notice to the Operating
Advisor, and the proposed successor operating advisor will be appointed.


 


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


 


(l)         The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of 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


 






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Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


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


 


(o)       [RESERVED].


 


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


 


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


 


(r)        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


 






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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 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


(t)       The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its
obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)       With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to
Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such
duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


 


(v)       Notwithstanding
anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special
Servicer shall provide the Operating Advisor reasonable access, at the Special Servicer’s offices during normal business
hours, to the Special Servicer’s policies and procedures. The Operating Advisor will be permitted to review such policies
and procedures but will not be


 






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permitted to retain hard copies and will not be provided with any electronic copies or soft copies.
The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential, except that (A)
the Operating Advisor may disclose such information if (i) such information becomes generally available and known to the public
other than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by
applicable law, as evidenced by an opinion of counsel (which shall be an Operating Advisor Expense) delivered to the Operating
Advisor and the Special Servicer and (B) the Operating Advisor may disclose any portion of the policies and procedures when it
deems such disclosure necessary to support specific conclusions concerning allegations of material deviations from the Servicing
Standard or otherwise to describe fairly and accurately the Special Servicer’s performance under this Agreement (i) in the
Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners,
LLC as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor
will be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably
necessary to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor Affiliates
and subcontractors agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions
applicable to the Operating Advisor. The Operating Advisor’s assessment may not take into account the fact that LNR Partners,
LLC limited the Operating Advisor’s access to the Special Servicer’s written policies and procedures pursuant to the
provisions of this Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s platform
level review in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s
access to or reliance upon the Special Servicer’s written policies and procedures shall be subject to the terms of this paragraph.
During any period when the Special Servicer is not LNR Partners, LLC, or an Affiliate of LNR Partners, LLC, the requirements and
limitations contained in this paragraph with respect to the Special Servicer shall be null and void, and the Operating Advisor
shall have adequate and timely access to the policies and procedures of any successor special servicer as the Operating Advisor
determines necessary to fulfill its duties under this Agreement.


 


Section
3.27      Companion Paying Agent. (a) With respect to
each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 






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(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28      Serviced Companion Noteholder Register. The Companion Paying
Agent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced
Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders
from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial
Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the event
a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to
recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29     Certain Matters Relating to the Whole Loans. (a) In the event that
any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special
Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request


 






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of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset
Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the
Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)       With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer Decision” pursuant
to clause (x) of the definition of such term, then the Master Servicer or Special Servicer shall forward the communication
to the Directing Certificateholder (and to the Master Servicer, if the


 






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Special Servicer is forwarding such communication), and
the Master Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)        During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari
Passu Companion Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at
the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File
(only with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling and
Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File
pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC® Servicer Watch
List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC® Financial File,
(F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC®
Total Loan Report and (I) the CREFC® Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York
City time) on each related Serviced Whole Loan Remittance Date, the Master Servicer shall deliver or cause to be delivered in electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports
received from the Special Servicer. In no event shall any report described in this subsection be required to reflect information
that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due. In addition, the Master Servicer
shall deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling
and Servicing Agreement any and all other reports required to be delivered by the Master Servicer to the Certificate Administrator
hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)        On
a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage File (other
than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian)
for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a
copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller
that the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing Shift Date,
transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing
Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition


 






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of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master
Servicer identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.


 


(k)       Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


(l)        With
respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified
in clause (B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


Section
3.30      [RESERVED].


 


Section
3.31      Resignation Upon Prohibited Risk Retention Affiliation. Upon the occurrence of (i) a Servicing
Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining
actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk Retention
Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”),
(ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement,
the Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator
or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations
Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of the Third Party Purchaser or any other
party to this Agreement (other than the Operating Advisor and Asset Representations Reviewer) (such Operating Advisor and Asset
Representations Reviewer, together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”),
then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this
Agreement and resign in accordance with Section 3.26, Section 6.05, Section 7.03, Section 8.07 or Section 12.03, as applicable.
The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party
to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent required under this
Agreement, provided however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party
Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention
Affiliate, then such costs and expenses shall be an expense of the Trust.


 


Section
3.32      Litigation Control. (a) With respect to
any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan


 






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or related REO
Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action
brought by a Mortgagor, guarantor, or other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related
Party”) against the Trust, the Master Servicer and/or the Special Servicer or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of
the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged
Property or other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement
of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related Litigation”).
In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer
receiving service of such Trust-Related Litigation. The Operating Advisor shall not be required to review the actions of the Special
Servicer with respect to Trust-Related Litigation unless such review is otherwise related to the performance of the Operating Advisor’s
duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.


 


(b)       To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related
to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided
that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the
extent set forth in Section 3.32(e); and provided, however, that if there are claims against the Master Servicer
and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably
acceptable to the Master Servicer.


 


(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination
Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder)
and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent
the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination
Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with
all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its


 






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receipt
of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer
within such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action);
provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary
to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Companion Holders, the
Special Servicer may take such action without waiting for the Directing Certificateholder’s response.


 


(d)       Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Certificateholder (or any other party to this Agreement) that would require or cause the Special Servicer or the
Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any REMIC
created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or the Master
Servicer’s, as the case may be, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer shall retain
the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in such Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)        Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in such Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject such Master Servicer
to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.


 


(g)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation)
(and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or
consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively)
and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether
or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case
that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master
Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment of such cost
or judgment is provided for


 






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in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided
in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation
and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed
(as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer
with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)       In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master
Servicer or the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii)
in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise
relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without
the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether
in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that
actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor
the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (iii)
in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding
relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but
not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing in this subsection
shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect to any
Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section
3.32(c), respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee
of the Trust.


 






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Section
3.33      Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information
that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or
such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information”
followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information
that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded
Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall
be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer
or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with
this Section 3.33 until such party has received written notice with respect to the related Excluded Controlling Class Loan
in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not
a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website on account
of it constituting Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that is not a
Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance
with Section 4.02(f) of this Agreement.


 


[End of Article III]


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01      Distributions.


 


(a) Distributions
of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate
Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to
the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each
Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making
any distribution with respect to any succeeding priority:


 






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(i)         first,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B and Class X-D Certificates,
pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to
an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates;


 


(ii)       second,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates in reduction of the Certificate
Balances thereof: (I) prior to the Cross-Over Date: (1) first, to the Holders of the Class A-SB Certificates, up to an amount
equal to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced
to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates,
up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in sub-clause (1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-1 Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1)
and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates
has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and
(3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates
has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2),
(3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-4 Certificates have been reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2), (3), (4), and (5) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-5 Certificates has been reduced to zero and (7) seventh, to the Holders of the Class A-SB Certificates,
up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in sub-clauses (1), (2), (3), (4), (5) and (6) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after
the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates, pro rata
(based on their respective Certificate Balances) up to an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates
is reduced to zero, without regard to the Class A-SB Planned Principal Balance;


 


(iii)       third,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates, first up to an
amount equal to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such


 






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Class)
with, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then up to an amount equal to
all accrued and unpaid 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 until the date such Realized Loss is reimbursed;


 


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


 


(v)       fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 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 up to an amount equal to all accrued and unpaid 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 until the date such
Realized Loss is reimbursed;


 


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


 


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


 


(ix)       ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then up to an amount equal to all accrued and unpaid 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 until the date such Realized
Loss is reimbursed;


 


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


 


(xi)       eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class C
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal


 






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Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)      twelfth,
to the Holders of the Class C Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then up to an amount equal to all accrued and unpaid 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 until the date such Realized
Loss is reimbursed;


 


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


 


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


 


(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 up to an amount equal to all accrued and unpaid 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 until the date such Realized
Loss is reimbursed;


 


(xvi)     sixteenth,
to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


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


 


(xviii)   eighteenth,
to the Holders of the Class E-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, up to an amount equal to all accrued and unpaid 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 until the date such
Realized Loss is reimbursed;


 






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(xix)     nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


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


 


(xxi)     twenty-first,
to the Holders of the Class F-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid 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 until the date such
Realized Loss is reimbursed;


 


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


 


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


 


(xxiv)   twenty-fourth,
to the Holders of the Class G-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid 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 until the date such
Realized Loss is reimbursed;


 


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


 


(xxvi)   twenty-sixth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have
been reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class
A, Class B, Class


 






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C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)  twenty-seventh,
to the Holders of the Class H-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid 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 until the date such
Realized Loss is reimbursed; and


 


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


 


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


 


(b)       [RESERVED].


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d), Section 4.01(f)
and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect
of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of
the Class LA1, Class LA2, Class LA3, Class LASB, Class LA4 and Class LA5 Uncertificated Interests, the Class X-A Certificates,
(ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the Class X-B Certificates and (iii) in the
case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal
to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount
equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section
4.01(a) or Section 4.01(b), as applicable. Amounts distributable pursuant to this paragraph are referred to herein collectively
as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by


 






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deeming such
Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier
REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal
balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate
with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


 


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


 


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


 


(e)       Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of any
Liquidation Fees or Workout Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of
any Liquidation Fee or Workout Fee payable therefrom) in the following manner: (i) to each of the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates, the product of (A) such Yield Maintenance
Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator
of which is equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator
of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to
the Class X-A Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and
(II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4 and Class A-5 Certificates for that Distribution Date, and the denominator of which is the total amount of
principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance
Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates
as described above, and (iii) to the Class X-B Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment
Premium not distributed as described above.


 






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


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer),
converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable
Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may
be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury
Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week
most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with
a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage
Loan or REO Loan that is not, or is not related to, an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage
Loan or REO Loan that is, or is related to, an ARD Loan), such interpolated yield converted to a monthly equivalent yield. If Federal
Reserve Statistical Release H.15 (519) is no longer published, the Master Servicer shall select a comparable publication as the
source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Holders of the Class X-D, Class E-RR, Class F-RR, Class G-RR, Class H-RR,
Class R or Class V Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4,
Class A-5, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, all Yield Maintenance Charges and Prepayment
Premiums with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to


 






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Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)        On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account and shall distribute
such amounts to reimburse the Holders of the Principal Balance Certificates (in order of their principal distribution priority)
(first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount equal to
all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available Funds for
such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account shall not reduce the Certificate Balances of the Classes
of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions
shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates and related shortfalls allocable
to the Regular Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be
distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


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


 


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


 






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


 


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


 


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


 


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


 


(i)        Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a), Section 4.01(b) or Section 4.01(d), as applicable, to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been
retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made
by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to
each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside


 






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and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)        On
each Distribution Date, any Excess Interest received during the related Collection Period shall be distributed from the Excess
Interest Distribution Account to the Holders of the Class V Certificates. Excess Interest will not be available to pay any other
amounts except for distributions on Class V Certificates as set forth in the prior sentence.


 


(k)       On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)        to
pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer
in the Companion Distribution Account not required to be deposited therein;


 


(ii)       to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent that any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


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


 


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


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the
address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is


 






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servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in accordance
with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date
Statement”) which shall include:


 


(i)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


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


 


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


 


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


 


(v)       the
aggregate amount of unscheduled payments received;


 


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


 


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


 


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


 






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(ix)       the
Available Funds for such Distribution Date;


 


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


 


(xi)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) in the case of the Class V Certificates, Excess Interest, and (C) Prepayment Premiums;


 


(xii)      the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


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


 


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


 


(xv)      the
Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following such
Distribution Date;


 


(xvi)     the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and
the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)    the
current Controlling Class;


 


(xviii)   the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)     a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)      a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);





 






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(xxi)     all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)    in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) and Section 4.01(f);


 


(xxiii)   the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 


(xxiv)   the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


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


 


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


 


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


 


(xxviii) 
[RESERVED];


 


(xxix)    the
then-current credit support levels for each Class of Certificates;


 


(xxx)     the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)    a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 






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(xxxii)   a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)  an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)  the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website or filing such information pursuant to this Agreement,
including, but not limited to, filing via the EDGAR system, unless the Certificate Administrator has an explicit obligation to
review or prepare such information.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a
Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that
a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such
calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which
such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)       [RESERVED].


 


(c)       Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable,


 






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with an Investor Certification or has executed a “click-through” confidentiality agreement
in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such action does
not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the Master Servicer’s or Special Servicer’s Internet
website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only such parties
listed above may access such information including, without limitation, requiring registration, a confidentiality agreement and
acceptance of a disclaimer. Neither the Master Servicer nor the Special Servicer, as the case may be, shall be liable for dissemination
of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible
for any information delivered, produced, or made available pursuant to Section 3.13 and Section 4.02(a), other than information
produced by the Master Servicer or the Special Servicer, as applicable; provided that such information otherwise meets the
requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall
be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information
provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer


 






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and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)        The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)        Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is
not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer
referenced in this


 






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Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded
Special Servicer Loan(s).


 


Section
4.03      P&I Advances. (a) On or before 4:00
p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for
deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances,
if any, to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances or (iii) make such
P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately reflected
in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before the
next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which such P&I Advances were made). The Master Servicer shall notify the Certificate
Administrator of (i) the aggregate amount of P&I Advances to be made by the Master Servicer for a Distribution Date and (ii)
the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before two (2) Business Days prior to such
Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I
Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related
Distribution Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee
and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer
fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances
by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator
for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then it shall provide
to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement written notice of the amount
of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of making
such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced


 






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Primary Servicing Fee Rate)
other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related REO
Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment
as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to
which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect
to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a
Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation
Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances
shall be made with respect to any Companion Loan.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer, the Special Servicer
or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Serviced
Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee, as the case may be, under
the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Other
Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer
receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined,
in accordance with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed
advance under the applicable Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding
advance under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then
the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance
previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance.
Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with
respect to the related Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that


 






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any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been
made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under
the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer
or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee has determined, in accordance with
the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced
PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For
the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date has passed and any


 






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applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product
of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard
to this Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in
the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any,
and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution
Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage
Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)        In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section
4.04      Allocation of Realized Losses. (a) On each Distribution
Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator
shall calculate the Realized Loss for such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class
of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced
by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any
such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent that any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) and
previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan
or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred), the amount
of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance


 






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Certificates that previously
were allocated Realized Losses in sequential order according to the priority of payments for the Principal Balance Certificates
(and in the case of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the
amount of unreimbursed Realized Losses on such Classes), in each case up to the lesser of (A) the unallocated portion of such recovery
and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and (iii) the
Interest Shortfall with respect to each affected class of Certificates for the next Distribution Date shall be increased by the
amount of interest that would have accrued through the then current Distribution Date if the restored write-down for the reimbursed
class of Principal Balance Certificates had never been written down. If the Certificate Balance of any Class of Principal Balance
Certificates is so increased, the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates shall
be decreased by such amount.


 


(b)       On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write-off shall be allocated first, to the Class H-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S Certificates,
and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4 and Class A-5 Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 


(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the
Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05      Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of
(x) determining the Controlling Class (and whether a Control Termination Event or an Operating Advisor Consultation Event has occurred
and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer
or the Operating Advisor, Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated
to the related Mortgage Loan) shall be allocated to each Class of Principal Balance Certificates in reverse sequential order to
notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e.,
first, to the Class H-RR Certificates, second, to the Class G-RR Certificates, third, to the Class F-RR Certificates,
fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates,
seventh, to the Class B Certificates, eighth, to the Class A-S Certificates, and finally, pro rata
based on their respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B and Class X-D
Certificates).


 


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Special Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such


 






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Mortgage Loan, and all other information in its possession relevant to a
Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan,
in addition to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount
exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer
of the appraisal and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably
expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan,
and all other information in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining actual knowledge
or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such
party shall promptly notify the Master Servicer thereof. None of the Master Servicer (with respect to Mortgage Loans other than
Non-Serviced Mortgage Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of
the related Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii) the Controlling Class or the
occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation Event, the appraised value of the
related Mortgaged Property shall be determined on an “as is” basis.


 


The Special Servicer
(in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case of a Non-Serviced
Mortgage Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master Servicer shall notify
the Certificate Administrator), of the amount of any Appraisal Reduction Amount (which notification from the Master Servicer to
the Certificate Administrator shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with
Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the Master Servicer) any resulting Cumulative
Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification
shall be satisfied through delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount and Cumulative Appraisal Reduction
Amount as included in the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting
Package or such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator (which
shall be delivered by the Master Servicer simultaneously with the CREFC® Loan Periodic Update File in accordance
with Section 3.12(d)) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral
Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website.
Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates
is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall
notify the Master Servicer, the Special


 






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Servicer and the Operating Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(l)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)       (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right and, with respect
to a Serviced Whole Loan, the Other Special Servicer or Other Master Servicer shall have the right upon the request of similarly
situated holders of certificates in the related Other Securitization, at their sole expense, to require the Special Servicer to
order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced
Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction
Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
With respect to any such Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use
commercially reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the
Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the
Master Servicer shall use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special
Servicer and to forward such second appraisal to the Special Servicer.


 


(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer or the Master Servicer of any request to


 






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obtain
a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer,
the Master Servicer or Non-Serviced Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer recalculates the
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next
most senior Class of Control Eligible Certificates, if any.


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and
(2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer
of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the
cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with
Section 4.05(b) above) and receipt of information requested by the Special Servicer from the Master Servicer that is in
the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount, the Special Servicer
shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable,
and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, however,
that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master
Servicer to otherwise comply with its obligations hereunder. Following the Master Servicer’s receipt from the Special Servicer
of the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide such information to the Certificate Administrator
in the form of the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template provided
to it by the Special Servicer or such other report or reports mutually agreed upon between the Master Servicer and the Certificate
Administrator. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan
is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other


 






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Securitization,
to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder
of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount,
such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan, the
Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment
in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to
Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable,
with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred
to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of
this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior
to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as
applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or
related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to
the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within
four (4) Business Days following the Special Servicer’s reasonable request therefor; provided that the Special Servicer’s
failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide
such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)       Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be


 






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allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact
any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan
and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06      Grantor Trust Reporting. (a) The parties intend that the portions
of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted
so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions
hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class V Certificates in the Grantor Trust so as
to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for
execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns
in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue
Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements
in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates, the Excess Interest
and Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


 


(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 DTC 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


 






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is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate, by acceptance of its interest in such Class of securities, will be deemed to have agreed to provide the
Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date
of sale. Absent receipt of information regarding any sale of a Class V Certificate, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator 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 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 Master Servicer or the Special Servicer, as the case may be, relating to the reports being made available
pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or
the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master
Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry
relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer,
as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer
to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered to
the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate
Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of
such answer or any delay or failure to obtain such answer. The Certificate Administrator shall


 






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post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the
Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating
Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry
would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of
Privileged Information (subject to the Privileged Information Exception), (vi) that answering the Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or (vii) answering any Inquiry
is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer,
the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition,
no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of its response
to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry
will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered
shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the
Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry
would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may
be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has
declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent,
and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of
the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no
such party shall have any responsibility or liability for the content of any such information. The Certificate Administrator shall
not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator
determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions,
answers and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the
foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response
would require the Operating Advisor to provide information to such inquiring


 






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Certificateholders that they are otherwise not entitled
to receive under the terms of this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the
Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply
by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period
of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as
applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider
in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) answering any Rating Agency Inquiry would be in violation of applicable law,


 






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the Servicing Standard, this Agreement or any Mortgage
Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such
Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information
Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A
Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to
so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting
NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent,
and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective
Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such
party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall
not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the
17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A
Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5
Information Provider’s Website.


 


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


 






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transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01      The Certificates. (a) The Certificates
will be substantially in the respective forms annexed hereto as Exhibits A-1 through and including A-3, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may,
in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Class X Certificates shall be issuable only in minimum Denominations of authorized
initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof.


 






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The Registered Certificates
(other than the Class X-A and Class X-B,) shall be issuable only in minimum Denominations of authorized initial Certificate Balance
of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the
Class X-D, Class R and Class V Certificates) shall be issuable in minimum Denominations of authorized initial Certificate Balance
of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class of Certificates does not equal an integral multiple of $1.00, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional
Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class V Certificates shall
be issued, maintained and transferred in minimum percentage interests of 5% of such Class V Certificates and in integral multiples
of 1% in excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of
10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


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


 


Section
5.02      Form and Registration. No transfer of any
Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof
or by the Initial Purchasers to the Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act,
and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.


 


(a)       Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry


 






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Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided;


 


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


 


(b)       Certificates
of each Class of Non-Registered Certificates (other than any Risk Retention Certificates during the Transfer Restriction Period)
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates,
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 


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


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or


 






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able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


(e)       From
and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be held as Definitive
Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator (and the Retaining
Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting
system under the Retained Certificate Safekeeping Account), as custodian and for the benefit of the Holder of the related Certificate.
The Certificate Administrator shall hold such Risk Retention Certificates in safekeeping and shall release the same only upon receipt
of written instructions from the holder of the Risk Retention Certificates and the Retaining Sponsor, indicating whether such release
is in connection with the termination of the Transfer Restriction Period or in connection with the Retaining Party’s intent
to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may
be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the Risk Retention Certificates
in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect
to the safekeeping of the Risk Retention Certificates. There shall be, and hereby is, established by the Certificate Administrator
an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Risk Retention
Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof,
the Certificate Administrator may establish any number of subaccounts to the Retained Certificate


 






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Safekeeping Account for the Retaining
Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate. The Risk
Retention Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein.
No amounts distributable to the holders of the Risk Retention Certificates shall be remitted to the Retained Certificate Safekeeping
Account, but shall be remitted directly to the Retaining Party in accordance with written instructions provided separately by the
Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Risk
Retention Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against
any person on behalf of the Retaining Party. During the Transfer Restriction Period and for such longer time as the Retaining Party
may request, the Certificate Administrator shall hold the Definitive Certificate representing the Risk Retention Certificates at
the below location, or any other location; provided the Certificate Administrator has given notice to the Retaining Party of such
new location:


 


Wells Fargo Bank, N.A.





Attn: Security Control
and Transfer (SCAT) – MAC N9345-010





425 E Hennepin Avenue





Minneapolis, MN 55414


 


On the Closing Date,
and upon completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period, the Certificate
Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Party substantially
in the form of Exhibit TT evidencing its receipt of the Risk Retention Certificates.


 


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


 


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


 


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


 






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No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


 


(b)       Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the


 






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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
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


 






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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 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.


 






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(g)       Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk Retention Certificate
during the Transfer Restriction Period or (b) a Class R Certificate) wishes at any time to exchange its interest in such Non-Book
Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book Entry
Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of
all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of
(1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in
the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate)
or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal
to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry
Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and transfer of the Risk Retention Certificates during the Transfer Restriction Period
in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any
Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a
transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)       Transfers
of Risk Retention Certificates. During the Transfer Restriction Period, if a Transfer of any Risk Retention Certificates is
to be made, then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) each of the following, sent to the address provided in Section 13.05: (A) a letter from the holder of the Risk Retention
Certificate instructing the Certificate Registrar of its intentions to release the Risk Retention Certificate from the Retained
Certificate Safekeeping Account and to transfer such Risk Retention Certificate, (B) a certification from such


 






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Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D-3, which such certification must be countersigned
by the Retaining Sponsor, (iii) a certification from the Certificateholder desiring to effect such transfer substantially in the
form attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor, (D) an IRS
Form W-9 completed by the Transferee and (E) wiring instructions and contact information of the prospective Transferee. Upon receipt
of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), facilitate
the transfer of the Risk Retention Certificate and reflect such Risk Retention Certificates in the name of the Transferee and shall
deliver written confirmation of such transfer and the safekeeping of such Risk Retention Certificate substantially in the form
of Exhibit TT attached hereto. For the avoidance of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry
Certificate during the Transfer Restriction Period. At all times after the Transfer Restriction Period, the Risk Retention Certificates
may be transferred subject to the restrictions on transfer set forth in this Article V and upon the Certificate Registrar’s
receipt of (A) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit D-3, which certification must be countersigned by the Retaining Sponsor and (B) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4, which certification must be countersigned
by the Retaining Sponsor. Any attempted or purported transfer in violation of this Section 5.03(i) shall be null and void ab
initio and shall vest no rights in any purported transferee an shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


(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.


 


(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.


 






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(n)       With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or, with respect to the Risk Retention Certificates, the Retaining Party) of any such Certificate
shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from
the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to
the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, 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 “insurance company general account” (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60) under circumstances whereby the purchase and holding of such Certificates by
such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and
III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase,
holding and disposition by such Plan would not constitute or result in a non-exempt violation of applicable Similar Law) or
(ii) if such Certificate is presented for registration in the name of a purchaser or transferee that is any of the foregoing,
an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to
the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result
in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the
Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor, the
Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and
Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted
Certificate unless the Trustee and Certificate Administrator have received either the representation letter described in clause
(i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing
representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special
Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Initial Purchasers,
the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA
Restricted Certificate shall be deemed to represent that it is not 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. Each prospective transferee of a Class
R or Class V Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan or a person acting
on behalf of or using the assets of a Plan. Each Holder of a Class R or Class V Certificate shall be deemed to represent that it
is not and will not become a Person specified in the second preceding sentence. Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and
shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(p)       Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)        Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a


 






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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(o) 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 to any Certificateholder or payee pursuant to federal withholding requirements,


 






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the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(s)       Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)        Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03, or (C) (except with respect to the Class R Certificates) is an institution that is not a United
States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)       Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except
(A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person
in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates)
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable
federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


 


(iii)       Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03.


 


(iv)       Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-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”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of its purchase of such Certificate,
will be deemed to have represented that none of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, or
any of their respective affiliated entities (the “Transaction Parties”), has provided any investment recommendation
or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied in connection
with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21)
of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates
(unless an applicable prohibited transaction exemption is available (all of the conditions of which are satisfied) to cover the
purchase and holding of the Certificates or the transaction is not otherwise prohibited), and the ERISA Plan fiduciary making the
decision to acquire the Certificates is exercising its own independent judgment in evaluating the investment in the Certificates.


 


Section
5.04      Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity
as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the
Trust. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require
the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence
of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at
any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may
treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in this Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any agent of any of them shall be affected by any notice to
the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing any
report, statement or other information required to be distributed to Certificateholders has been provided an Investor Certification,
such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or prospective
transferee).


 


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


 






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(i) requests in writing
from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall,
within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.


 


(b)       (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The
requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[email address] and/or [mailing address].”


 


(ii)       In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator 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


 






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Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to
the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and
may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any
request to communicate will be paid by the Trust.


 


Section
5.07      Maintenance of Office or Agency. The Certificate Registrar
shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this
Agreement may be served. The Certificate Registrar initially designates its office at 600 South 4th Street, 7th
Floor, MAC N9300-070, Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt
written notice to the Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such
office or agency.


 


Section
5.08      Appointment of Certificate Administrator. (a) Wells Fargo Bank,
National Association is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement. If
the Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may
be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy
the eligibility requirements set forth in Section 8.06.


 


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


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)       The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)       The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 






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(f)        The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section
5.09      [RESERVED].


 


Section
5.10      Voting Procedures. With respect to any
matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository
with respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates. In
each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise
described herein with respect to a specific vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage 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


 






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with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01     Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and
the Asset Representations Reviewer. (a) The Master Servicer,
for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)        The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, 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


 






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materially and adversely
affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(iii)       The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)       No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)      The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)     No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement; and


 






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(ix)       To
its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)       The
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)       The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(iii)       The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 






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(vi)      No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)     The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07; and


 


(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)       The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)        The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)      The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)       The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)      The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)     No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder; and


 


(ix)       The
Operating Advisor is an Eligible Operating Advisor.


 


(d)       The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)        The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in


 






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which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 


(iii)      The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)       The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)      No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)     The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 






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(viii)    No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)       The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)       The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02      Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the
Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable in accordance
herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master
Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03      Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer or the Asset Representations Reviewer. (a) Subject to subsection
(b) below, each of the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence, rights
and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve
its qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect
the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform
its respective duties under this Agreement.


 


(b)       Each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing, asset representations reviewing or commercial
mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer


 






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shall
be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer,
in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution
or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and
serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation
or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and,
with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as
the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is
subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a
Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party,
except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity
of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations
hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.
If, within sixty (60) days following


 






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the date of delivery of the Merger Notice to the Depositor or the depositor in such Other
Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed
to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


 


(i)        The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)       Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed
all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04      Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and Others. (a) None of the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents
of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person
against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of such party’s duties or by reason of negligent disregard
of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner,
director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and
any of the partners, directors, officers, shareholders, members, managers, employees or


 






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agents of any of the foregoing may rely
on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder,
member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened
legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion
Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to
the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information
Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss
or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and
shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement,
appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and
reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented
by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)       None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this


 






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Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)       Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs (including, without limitation, in connection with the enforcement of such indemnified party’s rights
under this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement


 






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or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each of the Master Servicer
and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer or the Special
Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set forth in this
Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section 3.17(c)
and Section 3.18(g) or (ii) a breach by the Master Servicer or the Special Servicer, as applicable, of any obligation it
has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 


(d)       Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs (including, without limitation, in connection with the enforcement of such indemnified party’s rights under
this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as
a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the
performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify
the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)       The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent


 






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thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation,
in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)        The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation,
in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)       Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating


 






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Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)       The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation,
in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)        The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (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 Whole Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA
(as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 






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The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer.


 


(j)       For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the
cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05       Depositor, Master Servicer and Special Servicer Not to Resign.
Subject to the provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their
respective obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties
hereunder are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon
the appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master Servicer
or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination permitting the
resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion
of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence and continuance
of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of the Master
Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant
to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a) above shall
become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have assumed the Master
Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section
7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master
Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable,
shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section
6.05; provided that, such successor master servicer or special servicer


 



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shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective
Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved
by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable
out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section
7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer
or special servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


 


Section
6.06      Rights of the Depositor in Respect of the Master Servicer and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and
the Special Servicer hereunder or exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder;
provided, however, that the Master Servicer and the Special Servicer shall not be relieved of any of their respective
obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise
the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section
6.07      The Master Servicer and the Special Servicer as Certificate Owner. The
Master Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”)
the same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section
6.08       The Directing Certificateholder.


 


(a)     Other
than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control
Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer
with respect to all Major Decisions for Specially Serviced Loans (other than any Excluded Loan), (2) the Special Servicer with
respect to all Non-Specially Serviced Loans (other than any Excluded Loan), as to all Major Decisions and (3) the Master Servicer
to the extent the Directing Certificateholder’s consent is required by the definition of Master Servicer Decision. Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section
6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing (such limitation
not to be applicable to a Loan-Specific Directing Certificateholder), the Special Servicer shall only be permitted to take any
of the following actions (each, a “Major Decision”) as to which the Directing Certificateholder has consented
in writing within ten (10) Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably requested
by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent,
which report may (in the sole discretion of the Special Servicer) take the


 



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form of an Asset Status Report (the “Major
Decision Reporting Package”) (provided that if such written consent has not been received by the Special Servicer
within such ten (10) Business Day period, then the Directing Certificateholder will be deemed to have approved such action):


 


(i)        any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 


(ii)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or
Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided
in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)      following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)     any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust), or in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor Agreement in each case,
for less than the applicable Purchase Price;


 


(v)      any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Mortgaged Property or an REO Property;


 


(vi)     any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the specific terms
of the related Mortgage Loan documents or (ii) a release of a non-material, non-income producing parcel as described under clause
(ii) or clause (v) of the definition of “Master Servicer Decision”;


 


(vii)    any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor, other than any such transfer or incurrence of debt as described under clause (xiii) of the definition of “Master Servicer Decision” or, solely with regard to Specially Serviced Loans, as may be
effected (I) without the consent of the lender under the related loan agreements, (II) pursuant to the specific terms of such
Mortgage Loan and (III) for which there is no lender discretion;


 






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(viii)   any
consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property manager
is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new property
manager;


 


(ix)      any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)       other
than in the case of any Non-Specially Serviced Loan, releases of any material amounts from any escrow accounts, Reserve Funds or
Letters of Credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific terms
of the related Mortgage Loan documents and for which there is no lender discretion;


 


(xi)      any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xii)     other
than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent to a modification
or waiver of any material term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine lender, subordinate
debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan (except any modification, amendment, consent
to a modification or waiver of any term of any Intercreditor Agreement or any intercreditor, co-lender or similar agreement with
any mezzanine lender or subordinate debt holder to split or resize notes consistent with the terms of such Intercreditor Agreement
or such intercreditor, co-lender or similar agreement), or any action to enforce rights (or decision not to enforce rights) with
respect thereto; provided, however, that any such modification or amendment that would adversely impact the Master
Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)    any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)    agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance
if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 






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(xv)     determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, waiver, amendment or
subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)    other
than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease (addressed in clause (xv)
above), any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination, non-disturbance
and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects an area greater
than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property;


 


(xvii)   other
than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements (other
than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation to
provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


(xviii)  other
than in the case of a Non-Specially Serviced Loan, any approval of or consent to a grant of an easement or right of way that materially
affects the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage
Loan or any related Companion Loan or subordination of the lien of the Mortgage Loan to such easement or right of way; and


 


(xix)    other
than in the case of any Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


provided, however, that,
in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect
to the foregoing matters, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and
continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder
or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole
Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer,
as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting
to consult with the Directing Certificateholder or the Operating Advisor, as the case may be); provided that the Special
Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable)
with prompt written notice following such action including a reasonably detailed explanation of the basis therefor. Neither the
Master Servicer nor the Special Servicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing
actions or any other matter requiring consent of the Directing Certificateholder after the occurrence and during the continuance
of a Control Termination Event; provided, however, that, after the occurrence and during the continuance of a Control
Termination Event, the Special Servicer shall consult with the Directing Certificateholder (only prior to the occurrence and continuance
of a Consultation Termination Event) in connection with any Major Decision not relating to an Excluded Loan (and any other


 



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actions
which otherwise require consultation with the Directing Certificateholder prior to the occurrence and continuance of a Consultation
Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder in respect thereof.
In the event the Special Servicer receives no response (which initial request shall include a Major Decision Reporting Package)
from the Directing Certificateholder within 10 Business Days following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the specific matter; provided,
however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from
consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. The Special Servicer shall provide each Major Decision
Reporting Package to the Operating Advisor (a) prior to the occurrence of an Operating Advisor Consultation Event, promptly after
the Special Servicer receives the Directing Certificateholder’s approval or deemed approval with respect to such Major Decision
or (b) following the occurrence and during the continuance of an Operating Advisor Consultation Event, simultaneously upon providing
such Major Decision Reporting Package to the Directing Certificateholder; provided, however, that with respect to any Non-Specially
Serviced Loan no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer will use reasonable
efforts not to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating Advisor Consultation
Event. With respect to any particular Major Decision and related Major Decision Reporting Package and any Asset Status Report,
the Special Servicer shall make available to the Operating Advisor a Servicing Officer with relevant knowledge regarding the related
Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor
may have relating to, among other things, such Major Decision and/or Asset Status Report and potential conflicts of interest with
respect to such Major Decision and/or Asset Status Report. In addition, if an Operating Advisor Consultation Event has occurred
and is continuing, the Special Servicer shall also consult with the Operating Advisor in connection with any proposed Major Decision
(and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of an Operating Advisor Consultation Event hereunder) and consider alternative actions recommended by the Operating Advisor, in
respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives
no response from the Operating Advisor within 10 Business Days following the later of (i) its written request for input (which
request shall include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such
additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special
Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions and consider alternative actions


 



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recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in this Section 6.08(a) for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the
Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request
or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer
by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested by the Special
Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision and shall not
be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any Major Decision.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a) or this paragraph may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a
Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests
of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or the
Operating Advisor or any advice from the Directing Certificateholder or the Operating Advisor would cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without
limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal to
consent or


 



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advise and notify the Directing Certificateholder or the Operating Advisor, as applicable, and the Trustee and the Rating
Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing
Certificateholder or the advice of the Operating Advisor that does not violate the terms of any Mortgage Loan, applicable law or
the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder (exclusive of a Loan-Specific
Directing Certificateholder) shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class
Certificateholders or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.
By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take
actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over
other Classes of the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in its own interests
or the interests of the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability
to the Holders of any Class of Certificates other than the Controlling Class except in the case of a Loan-Specific Directing Certificateholder,
that the Directing Certificateholder shall not be liable to any Certificateholder, by reason of its having acted solely in its
own interests or the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal thereof for having so acted.


 


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


 



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


 


Section
6.09      Knowledge of Wells Fargo Bank, National Association. Except as otherwise
expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will
not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers or Servicing Officers, as applicable.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01      Servicer Termination Events; Master Servicer and Special Servicer Termination.
(a) “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special
Servicer, as the case may be, any one of the following events:


 


(i)        (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day


 



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and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)      any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days
in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by Article
XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15)
days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the
Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the
case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of
all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by
the related Serviced Companion Noteholders; provided, however, if such failure is capable of being cured and the
Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional
thirty (30) days; provided, further, however, that such extended period will not apply to the obligations
regarding Exchange Act reporting; or


 


(iv)      any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholders; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the


 



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case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)      the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 


(vii)     the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)    either
Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has
(A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion
Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA, as applicable (or, in
the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such rating
action) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer
or the Special Servicer, as the case may be, as the sole or a material factor in such rating action; or


 


(ix)      the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that
rating within 60 days of the delisting.


 


(b)       If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than


 



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with respect to any Excluded Loan)
the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to more than
25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer
Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected
Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds
thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected
Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such termination
as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party
of such written notice except as otherwise provided in this Article VII, all authority and power of the Affected Party under
this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant
to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer and the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however, that
the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section
7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under
this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer
or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents
of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 


(c)       If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or Section 7.01(a)(ix), the Master Servicer shall have a forty-five (45) day period after such
notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section
6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the


 



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Mortgage Loans under this
Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In
the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the
Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage
Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person
(or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. The
Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section
7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of
Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result
in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)       Subject
to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations
of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon
the appointment of a successor special servicer meeting the requirements of this Section 7.01(d) provided that, with respect
to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply
to the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations
under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor
Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded
Loan) shall appoint a successor special servicer to assume the duties of the Special Servicer hereunder; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency
Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a
confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same


 



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manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall
be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any
other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity, the recommendation
of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement
Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided
that such replacement may not be the removed Special Servicer or its Affiliate.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates requesting
a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the duties of
the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection
with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate
Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained
at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment (or replacement) will
not result in the downgrade, withdrawal or qualification of the then current ratings of any class of any related Serviced Pari
Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders of such request
on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, conduct the
solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty
(180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the
written direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee
shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special
servicer to assume the duties of the Special Servicer (which must be a Qualified Replacement Special Servicer) designated by such
Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder
may (i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special
Servicer shall not apply to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period or to any Servicing
Shift Whole Loan.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace
the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating
Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special
servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement
from


 



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and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption
agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an
opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement
with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable
against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the occurrence and continuance of
a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder;
provided, however, that any successor special servicer appointed to replace the Special Servicer with respect to
such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of
the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special
Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver to
the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit
W attached hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor
considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer to assume the duties of the Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the
solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of


 



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Holders of Principal Balance Certificates
evidencing at least a majority of a quorum of Certificateholders (which quorum, for this purpose, is the Holders of Certificates
that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on
an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s
Website, and if not so received, such votes shall be null and void ab initio, and (B) consist of at least three Certificateholders
or Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt by the Certificate Administrator
following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation
from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved
by the holders of Certificates evidencing at least a majority of a quorum of Certificateholders (as set forth above) and (ii) promptly
notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses
(including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and
administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an
additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then
the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not
be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the related
Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with
respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by
the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be
the removed Special Servicer or its Affiliate.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)       The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the


 



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related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to the Master
Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant
to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection
(e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)       Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then the
Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders
of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced Companion Loan,
the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole
Loan.


 


(g)       Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use commercially
reasonable efforts to appoint the related Excluded Special Servicer. The Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would
not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO
hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related
Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers
to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded
Special Servicer.


 


If at any time the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded
Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer
Loan, (3) such original Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole
Loan and (4) such original Special Servicer shall be entitled to all special


 






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servicing compensation with respect to such Mortgage
Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded
Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole
Loans that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02      Trustee to Act; Appointment of Successor. On and after the time the
Master Servicer or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence
of Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that
no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the
successor to such party, until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as
provided in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable,
in all respects in its capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions
set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and
that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and
provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by the
terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be considered
a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special
servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as
Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be,
shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer, as applicable,
herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or special servicer
or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee
be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special
servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer
shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master


 



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Servicer would have been entitled
to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer
had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the
case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role
as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to that Master Servicer
or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by
each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer) ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates
entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05
and otherwise herein, as the successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No
appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), (iii) such appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and
continuance of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and
(iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other
Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master
Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act
in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer
or the Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out
of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted
the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer
or the non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing
function (other than with respect to a termination without cause) under this Agreement shall be borne by


 



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the predecessor Master
Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not
reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses within
90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that
the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to
the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination,
or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs
and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the Special Servicer in accordance
with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer
or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
paragraph.


 


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


 


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


 


Section
7.04      Waiver of Servicer Termination Events. The Holders of Certificates
representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination
Event hereunder may waive such Servicer Termination Event; 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


 



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thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name
of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.


 


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


 


[End of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01      Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event 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.


 






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


 


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


 


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


 


(ii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(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


 



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Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


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


 


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


 


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


 


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


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in 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;


 






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


 


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


 


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


 


(viii)    Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(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;


 






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


 


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


 


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


 


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


 


Section
8.03      Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Section 2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set
forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and
the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04      Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator,
each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the
same rights it would have if it were not Trustee or the Certificate Administrator.


 






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Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which
shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be
paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at
the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate
Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis.
As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in
the same manner as interest is calculated thereon and for the same period respecting which any related interest payment due or
deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by
it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall
constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator
Fee shall be payable with respect to any Companion Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the
Special Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission
of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights
and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such
as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder;
provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified
Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses
or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal
course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions
hereof, 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


 



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Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the
Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06      Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank,
national banking association or a trust company, organized and doing business under the laws of any state or the United States
of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,
having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose
long-term senior unsecured debt is rated at least “A2” by Moody’s, “A-“ by Fitch and, if rated by
KBRA, “A” by KBRA (or in the case of the Trustee, a long-term unsecured debt rating of “A(low)” by DBRS
if the Master Servicer maintains a rating of at least “A” by KBRA (provided that nothing in this parenthetical shall
impose on the Master Servicer any obligation to maintain such rating)); provided that the Trustee will not become ineligible
to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating
of no less than “Baa2” by Moody’s and “A-“ by Fitch, (b) its short-term debt obligations have a
short-term rating of not less than “P-2” from Moody’s and “F1” by Fitch and (c) the Master Servicer
maintains a long-term unsecured rating of at least “A2” by Moody’s and “A+” by Fitch; provided that nothing in this proviso shall impose on the Master Servicer any obligation to maintain such rating; provided,
further, that if any such institution is not rated by KBRA, it maintains an equivalent (or higher) rating by any two other
NRSROs (which may include Moody’s 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.


 






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If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs
from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07      Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the
Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating
Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator
may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or 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


 



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Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)       The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all costs
and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 






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(e)        Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial
Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 or in blank, and (ii) in the case of the
other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),
assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the
successor, as trustee for the registered Holders of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48 or in blank; provided, however, that, notwithstanding anything to the contrary herein,
to the extent that any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order
to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to
execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian
shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee,
as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage
Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.


 


(f)        Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08      Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian,
which


 



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Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor,
the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)       No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)       Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09      Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee
or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting from
any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be
the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of
the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The
Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10      Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at
any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it
of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee hereunder shall be


 



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required
to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08. All co-trustee fees shall
be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)       Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11      Appointment of Custodians. The Certificate Administrator is hereby
appointed as the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject
to supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified
to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations
and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage
Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator
may appoint another 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


 



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appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve
in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12      Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)        The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)       The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)      The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)       No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 






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(vii)     No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)    To
its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section
8.13       Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master
Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change
in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such
change). The Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the
correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced
Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders
or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable.


 


Section
8.14      Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby
represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date,
that:


 


(i)        The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)      The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized


 



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the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)      The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)      No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vii)     No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder; and


 


(viii)    To
its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section
8.15      Compliance with the PATRIOT Act. In order to comply with the
laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those
relating to the funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate


 



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Administrator,
the Special Servicer or the Master Servicer, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the
parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer, upon its respective reasonable request from time to time such identifying information and documentation as may be available
for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply
with Applicable Laws.


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01      Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate
Administrator (other than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders
as hereafter set forth), the Certificate Registrar, the Custodian (other than the obligations of the Custodian to deliver any
remaining Mortgage Files with any necessary assignments, endorsements and other instruments as hereafter set forth), the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance)
or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class
R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund at a price equal to (a) the Termination Purchase Amount, plus (b) the reasonable out-of-pocket expenses
of the Master Servicer and the Special Servicer with respect to such termination, other than in the case of the Master Servicer
or Special Servicer, as applicable, that is a purchaser of such Mortgage Loans, minus (c) solely in the case where the
Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and
any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have
been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2,
Class A-3, Class A-SB, Class A-4, Class A-5, 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)
for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately
preceding sentence, the Custodian shall release or cause to be released to the Master Servicer, at the address


 



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provided in Section
13.05 of this Agreement or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining
in its possession.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class V Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class V Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and Class V Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall remit for deposit in the Collection Account an amount in immediately available funds equal to all amounts due
and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder
through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable
to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(b), but only to the extent that such amounts are not already on deposit in the Collection Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on
the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance
Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against
amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund


 



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and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class
R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage
Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier
REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion
shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer
of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 






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


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to the Holders of the Class V Certificates so presented, any amounts
remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class
R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier
REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed
in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(e) and Section 4.01(f). Any funds not distributed on
such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting
and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section
9.02      Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer
purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier
REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which
meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(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


 



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Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


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


 


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


 


[End of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01    REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to
be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each
such election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election
in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests”
and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For
purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated
as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate


 



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Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05 unless such legal expenses and costs
are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator
is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust
REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation, on behalf of themselves
and all successor Holder of Class R Certificates.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared,
and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application
for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the Certificate Administrator as the
“partnership representative” of each of the Trust REMICs created hereunder.


 


(f)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is
in the best interest of the Trust and the Certificateholders, at the expense of the


 



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


 


(g)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the
Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that
with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to
Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain
in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem
appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved
amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the
Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the
Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its
obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate,
into a separate non-interest bearing account, the net income from any “prohibited transaction” under Section
860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax
under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions
tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure
property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the
Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R
Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests,
to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the
Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier
REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b),
as applicable, to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the
Class 


 



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R Certificates in respect of the Class
UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible
for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective
obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)        Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)        Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)       Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount of
each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)        None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire
any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account
for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely
the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or
any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)      The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under


 



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Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any such
elections, and agrees to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate
Administrator determines in its discretion are necessary or advisable.


 


Section
10.02     Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article
X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)       The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03    Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)
The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)       The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section
10.04    Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms


 



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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 Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01    Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose
of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization
that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other
than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff,
and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that
includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving
interpretations of Regulation


 



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AB (to the extent such interpretations require
compliance and are not “grandfathered”). In connection with the Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial
Mortgage Pass-Through Certificates, Series 2018-C48, and any Other Securitization subject to Regulation AB that includes a Serviced
Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate
Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee
and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver
or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate
Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records
and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of
the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply
with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the
Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably
believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this
Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in
any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each
Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent that any party
has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not
be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02    Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special
Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or
sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer
and the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed
as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person
removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as applicable, at least fifteen
(15) calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the
Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating
to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer,
any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such


 



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disclosure to the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer
shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written
description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate
Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying
(i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments of
compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined
to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor
with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section
11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted
to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
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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 Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations
under such Initial Sub-Servicing Agreement.


 


(f)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03    Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05,
11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any
Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 






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(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form
10-K or Form 8-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K or
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.04    Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall
file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be
required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB


 



    -398-


     


    

 


Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such
other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for,
a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key” for each such
filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form
of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of
the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified
in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately preceding
Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve
Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor
and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver
such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com, no later than the 5th
calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 






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With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage Loan
and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine debt,
as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to the
reporting period in which such request was received a Special Notice including the information required to be included pursuant
to Section 5.06.


 


(b)       After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as


 



    -400-


     


    

 


attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy B. Stoddard, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to
this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule
AL File, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible Format and Excel format)
concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to ssreports@wellsfargo.com (or such other email address as is provided by the Master Servicer in writing to the Depositor and the Certificate Administrator).
The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may pose to the Master
Servicer regarding any CREFC® Schedule AL File (other than questions regarding data that is in the Initial Schedule
AL File) or Schedule AL Additional File. The Certificate Administrator, the Master Servicer, and the Depositor shall each, to
the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any
CREFC® Schedule AL File or any Schedule AL Additional File promptly.


 


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and
return an electronic or fax


 



    -401-


     


    

 


copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed
Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available
on the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023,
New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy B. Stoddard, Esq., Wells Fargo Law Department, D1053-300,
301 South College St., Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent
upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or
file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE
for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05    Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional


 



    -402-


     


    

 


Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


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


 


(B)           if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)      (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)           if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)      a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715-2380, Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


 






    -403-


     


    

 


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 in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing of a report
on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely
on such representations in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to:
Troy B. Stoddard, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28202. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this


 



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Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)       Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)       Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06    Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the
form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust
or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged
by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function Participant shall use commercially
reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant
with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant
to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes
a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st
of each year, commencing in March 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 Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification,
the Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate


 



    -405-


     


    

 


Administrator, the Custodian or the Operating Advisor, as applicable, that engaged
such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant.
In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage
securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact
information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written
request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either
the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related
Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and
such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced 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.


 






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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.


 


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


 



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in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy B. Stoddard, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by the
Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to
promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after
its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported
on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has
filed any required Form 8-K pursuant to this Section 11.07.


 






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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.


 


Section
11.09    Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the
Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was
no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”)
shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial
Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each
other Additional Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing
in March 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


 



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relationship with respect to
the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder and the
17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt
of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult
with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with
which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of
any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether
or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None
of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until
April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization,
the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any
Other Securitization for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional
Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period
of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.09.


 


Section
11.10    Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of
each year, commencing in March 2019, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required
to deliver an assessment of compliance only if an Advance was made by the Trustee in


 



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such calendar year), the Custodian,
the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and
each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator that is a Servicing Function Participant, use commercially
reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function
Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the
Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the
Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB,
on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer
used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such
report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a


 



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combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial
Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other
Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide)
an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)       Each
of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation of whether
a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous
calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor or
the Special Servicer, as applicable, within fifteen (15) days of such request.


 






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(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 Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant
to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance of a
Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following
the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such
Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any


 



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Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to
the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the
Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such
reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K
is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12    Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each
Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith
or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer,
the Operating Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery
of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other
Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and


 



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expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide
any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to
directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer
retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section
11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such
response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting
Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or
its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff and provide the
Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall
cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its


 



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representatives to respond
to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor
or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be
at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with
the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an
itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee
or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case,
with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree
to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this
Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator.


 


Section
11.13    Amendments. This Article XI may be amended with the written consent of the parties hereto
pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of


 



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Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or,
with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary
contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections
3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to
the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this
Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14    Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and
additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com
and Form10K.compliance@cwt.com.


 


Section
11.15    Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.
(a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6)
and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith an agreement (subject to the final
sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related
commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor
or such underwriters as a result of any material misstatements or omissions or alleged material misstatements or omissions in
any such offering material to the extent that such material misstatement or omission was made


 



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in reliance upon any such information provided by the Trustee (where
such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations
under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually
and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master
Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s
duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually
and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such
depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and deliver
such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is
paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with
respect to the offering material for this securitization by the Master Servicer, the Special Servicer, Trustee and Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the
information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially
similar to the information provided by such party with respect to the offering materials related to this transaction, subject to
any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB or changes in
factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement
executed by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere
in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance
notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into
reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement,
or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit
S) cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation
AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation
AB Companion Loan Securitization files a Form 15


 



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Suspension Notification with respect to the related trust) and shall provide to
such depositor, trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and
Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion
Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor,
trustee, certificate administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting
requirements of Regulation AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion
Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
(and the Master Servicer shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall cooperate with such parties
in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB
Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement,
or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit
S) provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(c).


 


(d)       On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required


 



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to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of the related Regulation
AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c)
the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S)
provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable, under such Regulation AB
Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of
compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting
firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent
required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be,
complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)       On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself,
to the depositor, trustee or certificate administrator under such Regulation AB Companion Loan Securitization (provided
that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such
party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan
Securitization closed prior to the Closing Date, as reflected on Exhibit S) a servicer compliance statement signed by an
authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of
this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(e).


 






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(f)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself
and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be
provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not
otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such
information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may be, no later
than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may be, is required
to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)       With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization that includes
such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such
“significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the
Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans and Serviced
REO Properties), beginning with the first calendar quarter in which such notice from the Other Depositor was received, or the updated
financial statements of such “significant obligor” for any calendar year, beginning for the calendar year in which
such notice from the Other Depositor was received, as applicable, the Master Servicer shall deliver to the Other Depositor, on
or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or
seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial
statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the
financial statements of such “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as calculated by the Master Servicer (or by the Special Servicer and provided to the Master
Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property) in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the


 



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related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial
statements (or as reported by the related Mortgagor to the Special Servicer and provided by the Special Servicer to the Master
Servicer solely in the case of any related Specially Serviced Loan or as reported by the Special Servicer with respect to Serviced
REO Property and provided by the Special Servicer to the Master Servicer).


 


If the Master Servicer
does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as
the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information
is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with
respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable
Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion
Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such
financial information. The Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of
Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing
reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be
delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer (with
respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall (and shall cause
each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced
Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor”
(identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts
to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization;
provided, however, the Special Servicer shall provide such Officer’s Certificate to the Master Servicer and
the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor
related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at
its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


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


 






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


 


Section
11.17    Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer
shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause
(iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for
in this Article XI; provided that if any such party fails to comply with the delivery requirements of this Article
XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article
XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any reporting
period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01     Asset Review.


 


(a)       On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine
if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required to be delivered
to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator by posting such
notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses appearing
in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case
of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period in which
the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to occur:
“As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset
Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after
providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer
or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan,
(2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there
is an occurrence of any of the events or


 



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circumstances identified in clauses (1), (2) and/or (3), deliver
such information in a written notice (which may be via email) in the form of Exhibit SS within two (2) Business Days to
the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after
the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide
written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation
of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review
by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of
an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the other Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the
Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit
RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case
within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the
event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote
Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will
not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after
the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise
in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events
described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review
Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except
as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate
Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for all Mortgage Loans), the
Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans) and the Special Servicer (with
respect to clauses (6) and (7) below for Specially Serviced Loans), in each case, to the extent in such party’s possession,
shall promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic format to the
extent in their possession to the Asset


 



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Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data
Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage
Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


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


 


(7)       copies
of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan
that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and
that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)       In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession. In


 



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the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents from
the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required under the related Mortgage Loan
Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but in
any event excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


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


 


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


 



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verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)     The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer
or Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the request
by the Asset Representations Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the
case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents
in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such
documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report
to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans), and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and warranties
fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan
Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents in
the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)    The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed


 



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and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the
Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller (or, in the case of BSPRT Finance and Basis, each of BSPRT and Basis Investment, respectively,
in respect of its payment guarantee), which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to Section
12.01(b)(x) of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the
related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver
an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation
received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)       Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)       The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the


 



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Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


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


 


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 0.00035% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 






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(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 the sum of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect
to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000
plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal
to $40,000,000 (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 or fails to pay such amount within ninety (90) days of written
request by the Asset Representations Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations
Reviewer of a certification to the Master Servicer that the requirements for payment set forth in this Section 12.02(b)
have been met. The Asset Representations Reviewer shall not deliver any such certificate unless it has invoiced payment of such
amount and otherwise met the requirements for payment set forth in this Section 12.02(b), including receipt of evidence
of such insolvency or failure to pay such amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder
ninety (90) days after delivery by the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered
mail or overnight courier to the address listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall
be provided by such Mortgage Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following
attempted delivery of such invoice by registered mail or overnight courier and reasonable follow-up by telephone or e-mail. Notwithstanding
any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage
Loan Seller and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the
extent paid by the Trust.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any 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


 



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30 days after the giving of such notice of resignation, the resigning Asset Representations
Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that
is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of
each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04   Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor
any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer
or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and
its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05    Termination of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)        any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is not curable within such
thirty (30) day period, the Asset 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 Cumulative Appraisal Reduction Amounts), shall, terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and
of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event.
Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the
obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of
which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations


 



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


 


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


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the
Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and
appoint a successor asset representations reviewer so long as the Trustee uses commercially


 



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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 Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan
Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


[End of Article XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01    Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the
consent of any of the Certificateholders or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)       to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to
correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided
that the Trustee and the


 



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Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)     to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has
not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the


 



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status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)        to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of
Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


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:


 


(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


 



    -436-


     


    

 


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 Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicer or the Special Servicer shall consent to any amendment hereto without having first received an Opinion
of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund
or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision
specifically required to be included in this Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


(d)       No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy
of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and


 



    -437-


     


    

 


Section 3.13(c), as
applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the
Depositor, each Other Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of any
amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)        To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)        Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 






    -438-


     


    

 


(k)       This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


Section
13.02    Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor
on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only
upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such
recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03    Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)       No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)       No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust


 



    -439-


     


    

 


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 THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 






    -440-


     


    

 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05    Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile or
electronic notices, when received by):


 


In the case of the Depositor:


 


Wells Fargo
Commercial Mortgage Securities, Inc. 


c/o Wells
Fargo Securities, LLC 


375 Park Avenue,
2nd Floor, J0127-023 


New York,
New York 10152 


Attention:
A.J. Sfarra 


CRRCompliance@wellsfargo.com


 


with a copy
to:


 


Troy B. Stoddard,
Esq. 


Wells Fargo
Law Department, D1053-300 


301 South
College St. 


Charlotte,
North Carolina 28202


 


In the case of the Master
Servicer:


 


Wells Fargo
Bank, National Association 


Commercial
Mortgage Servicing 


Three Wells
Fargo 


MAC D1050-084 


401 South
Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
WFCM 2018-C48 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.


 


In the case of the Special
Servicer:


 


LNR Partners,
LLC


 






    -441-


     


    

 


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com and jwarshaw@lnrproperty.com


 


with a copy to:


 


lnr.cmbs.notices@lnrproperty.com


 


or with respect solely to e-mail
pursuant to Section 3.13(c) and Section 13.10 to inquiries@lnrproperty.com


 


In the case of the Directing
Certificateholder:


 


Argentic Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Darren J. Gluck

Email: dgluck@argenticmgmt.com


 


In the case of the Trustee:


 


Wilmington
Trust, National Association 


1100 North
Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee WFCM 2018-C48


 


with a copy
to:


 


CMBSTrustee@wilmingtontrust.com 


Facsimile No.:
(302) 636-4140


 


In the case of the Certificate
Administrator:


 


Wells Fargo
Bank, National Association 


9062 Old Annapolis
Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – WFCM 2018-C48


 


with a copy
to:


 


cts.cmbs.bond.admin@wellsfargo.com 


trustadministrationgroup@wellsfargo.com


 


In the case
of any transfer or surrender of a Risk Retention Certificate pursuant to Article V:


 






    -442-


     


    

 


Wells Fargo
Bank, National Association 


9062 Old Annapolis
Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – WFCM 2018-C48


 


with a copy
to:


 


riskretentioncustody@wellsfargo.com


 


In the case of the Custodian:


 


Wells Fargo
Bank, National Association 


1055 10th
Avenue SE 


Minneapolis,
Minnesota 55414 


Attention:
Document Custody Group – WFCM 2018-C48


 


with a copy
to cmbscustody@wellsfargo.com


 


In the case
of a surrender, transfer or exchange of a Certificate other than a Risk Retention Certificate:


 


Wells Fargo
Bank, National Association 


600 South
4th Street 


7th Floor,
MAC 9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services – WFCM 2018-C48


 


In the case
of the Mortgage Loan Sellers:


 


1.            Wells
Fargo Bank, National Association 


301 South
College St. 


Charlotte,
North Carolina 28202 


Attention:
Wells Fargo Commercial Mortgage Trust 2018-C48, 


Commercial
Mortgage Pass-Through Certificates, Series 2018-C48


 


with a copy
to:


 


Troy B. Stoddard,
Esq., 


Wells Fargo
Law Department, D1053-300 


301 South
College St. 


Charlotte,
North Carolina, 28202


 


and a copy
to:


 


Jacqueline
Gelman 


Wells Fargo
Bank, National Association 


10 South Wacker
Drive, 32nd Floor 


Chicago, IL
60606


 






    -443-


     


    

 


Telephone
number: (312) 827-1531 


Email: jacqueline.m.gelman@wellsfargo.com


 


2.            Barclays
Bank PLC 


745 Seventh
Avenue 


New York,
New York 10019 


Attention: Daniel Vinson, Managing
Director

Email: daniel.vinson@barclays.com


 


with a copy to:


 


Barclays Bank
PLC 


745 Seventh
Avenue 


New York,
New York 


Facsimile
No.: (212) 412-7519 


Attention:
Steven P. Glynn, Legal Department 


Email: steven.glynn@barclays.com


 


3.            Basis
Real Estate Capital II, LLC 


75 Broad Street,
Suite 1602 


New York,
New York 10004 


Attention:
Tammy K. Jones


 


4.            BSPRT
CMBS Finance, LLC 


142 West 57th
Street, Suite 1201 


New York,
New York 10019 


Attention:
Micah Goodman and Tiffany Putman


 


with a copy
to:


 


Cadwalader,
Wickersham & Taft LLP 


200 Liberty
Street 


New York, New
York 10281





Attention:
Jeffrey Rotblat


 


and


 


Benefit Street
Partners Realty Trust, Inc. 


142 West 57th
Street, Suite 1201 


New York,
New York 10019 


Attention:
Micah Goodman and Tiffany Putman


 


with a copy
to:


 


Cadwalader,
Wickersham & Taft LLP 


200 Liberty
Street 


New York, New
York 10281


 






    -444-


     


    

 


Attention:
Jeffrey Rotblat


 


5.            Argentic
Real Estate Finance LLC 


40 West 57th
Street, 29th Floor 


New York,
New York 10019 


Attention:
Michael Schulte 


Facsimile No.:
(646) 560 1745


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:


 


Pentalpha
Surveillance LLC 


375 N. French
Road, Suite 100 


Amherst, New
York 14228 


Attention:
WFCM 2018-C48 Transaction Manager 


With a copy
sent via email to: notices@pentalphasurveillance.com with

 WFCM 2018-C48 in the subject line


 


With a copy
to:


 


Bass, Berry
& Sims PLC 


150 Third
Avenue South 


Suite 2800 


Nashville,
Tennessee 37201 


Attention:
Jay H. Knight 


Email: jknight@bassberry.com


 


In the case of any mezzanine
lender:


 


The address
set forth in the related Intercreditor Agreement.


 


In the case of any Companion
Loan Holder:


 


The address
set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)           Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such


 



    -445-


     


    

 


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

E-mail: cmbssurveillance@kbra.com


 


Moody’s
Investors Service, Inc. 


7 World Trade
Center 


250 Greenwich
Street 


New York,
New York 10007 


Attention:
Commercial Mortgage Surveillance Group 


E-mail: CMBSSurveillance@moodys.com


 


Section
13.06    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
13.07    Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property
shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a
loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant
to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to
have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title
and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds
thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause
to be filed, as a precautionary filing, a UCC Financing Statement in


 



    -446-


     


    

 


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 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:


 






    -447-


     


    

 


(i)         any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)        The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)         the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any
change in the location of the Collection Account;


 


(iii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)        any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)      any
assumption with respect to a Mortgage Loan; and


 


(viii)     any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating 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


 



    -448-


     


    

 


request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer,
as the case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating
Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or
(ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






    -449-


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	 	 
	 	WELLS FARGO
    COMMERCIAL
	 	 	   MORTGAGE
    SECURITIES, INC.,
	 	 	   Depositor
	 	 	 
	 	By:	/s/
    Lee Green
	 	 	   Name:
    Lee Green
	 	 	   Title:
    Managing Director 
	 	 	 
	 	WELLS FARGO
    BANK, NATIONAL
	 	 	   ASSOCIATION,
	 	 	   Master
    Servicer
	 	 	 
	 	By:	/s/
    Nachette Hadden 
	 	 	   Name:
    Nachette Hadden 
	 	 	   Title:
    Director 
	 	 	 
	 	LNR PARTNERS,
    LLC,
	 	 	   Special
    Servicer
	 	 	 
	 	By:	/s/
    Jerry Hirschkorn 
	 	 	   Name:
    Jerry Hirschkorn 
	 	 	   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  







 


WFCM 2018-C48 – Pooling and Servicing
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	 	WILMINGTON
    TRUST, NATIONAL
	 	 	   ASSOCIATION,
	 	 	   not
    in its individual capacity, but solely as
	 	 	   Trustee
	 	 	 
	 	By:	/s/
    Beverly     D. Capers
	 	 	   Name:
    Beverly     D. Capers
	 	 	   Title:
    Assistant     Vice President 
	 	 	 
	 	PENTALPHA
    SURVEILLANCE LLC,
	 	 	Operating Advisor and
    Asset Representations
	 	 	Reviewer
	 	 	 
	 	By:	/s/
    James Callahan
	 	 	   Name:
    James Callahan
	 	 	   Title:
    Executive     Director and Solely as an 

             Authorized Signatory for

              Pentalpha Surveillance LLC







 


WFCM 2018-C48 – Pooling and Servicing
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	STATE
    OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK 	)	 







 


On the 18 day of
December, 2018, before me, a notary public in and for said State, personally appeared Lee Green known
to me to be a Managing Director of Wells Fargo Commercial Mortgage Securities, Inc., a corporation, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/ Dayna Michelle Delville
	 	Notary
    Public



 

	[SEAL]	DAYNA
    M. DELVILLE 
	 	NOTARY PUBLIC
STATE OF NEW YORK





	My
    commission expires:	 NEW
    YORK COUNTY
	 	LIC. # 01DE6235170
	February
    07, 2019	 







 


WFCM 2018-C48 – Pooling and Servicing
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	STATE
    OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 


 


On the 17 day
of December, 2018, before me, a notary public in and for said State, personally appeared Nachette Hadden known to me to be a
Director of Wells Fargo Bank, National Association, a national banking association, and also known to me to be the person
who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
     ERICA L. SMITH
	 	Notary
    Public


 





	[SEAL]	ERICA L.
                                         SMITH



 NOTARY PUBLIC
	 	MECKLENBURG COUNTY, NC 
	My
    commission expires:	My
                                         Commission Expires 07-20-2022




	 	 


 


WFCM 2018-C48 – Pooling and Servicing
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	STATE
    OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF
    NEW YORK	)	 


 


On the 18 day of
December, 2018, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known to me to be
a Vice President of LNR Partners, LLC, a limited liability company, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/
    Desmond McWeeney
	 	Notary
    Public


 





	[SEAL]	DESMOND MCWEENEY 
	 	NOTARY PUBLIC-STATE
OF NEW YORK





	My
    commission expires:	 No.
    01MC6330849
	 	Qualified in Nassau County
	9/28/2019	My
    Commission Expires September 28, 2019


 


WFCM 2018-C48 – Pooling and Servicing
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	STATE
    OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF
    HOWARD	)	 


 


On the 14th day of
December, 2018, before me, a notary public in and for said State, personally appeared Anna M. Lopez known to me to be a Vice
President of Wells Fargo Bank, National Association, a national banking association, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that
such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Andrew Crews 
	 	Notary
    Public


 





	[SEAL]	ANDREW
    CREWS 
	 	 NOTARY
    PUBLIC CECIL COUNTY, MD
	My
    commission expires:	MY COMMISSION EXPIRES  
	 	 OCTOBER
    27, 2021


 


WFCM 2018-C48 – Pooling and Servicing
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	STATE
    OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF
    NEW CASTLE	)	 


 


On the 14th day of
December, 2018, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to be an
assistant vice president of Wilmington Trust, National Association, a national banking association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/
    Christina Bader
	 	Notary
    Public


 


	[SEAL]	CHRISTINA
                                                                    BADER





	 	NOTARY
                                         PUBLIC





	My
    commission expires:	STATE
                                         OF DELAWARE





	 	MY COMMISSION EXPIRES
	 	MARCH 22, 2020


 


WFCM 2018-C48 – Pooling and Servicing
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	STATE
    OF CONNETICUT	)	 
	 	)	ss.:
	COUNTY OF
    FAIRFIELD	)	 


 


On the 20th day of
December, 2018, before me, a notary public in and for said State, personally appeared James Callahan known to me to be
the Executive Director of Pentalpha Surveillance LLC, a limited liability company, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that
such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 /s/
    Melonie S. Williams
	 	Notary
    Public


 





	[SEAL]	 MELONIE S. WILLIAMS














	 	 Notary
    Public
	My
    commission expires: 7/31/2019	 Connecticut
	 	 My
    Commission Expires July 31, 2019


 


WFCM 2018-C48 – Pooling and Servicing
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EXHIBIT A-1



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


 


CLASS [__]


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C48, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, X-A, X-B, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


 





 









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


     


    

 


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.]3


 


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


 


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


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, X-A, X-B, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY


 





 



3       Book-Entry
Certificate legend.


  



     A-1-2


     


    

 


APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR CLASS F-RR, CLASS G-RR OR CLASS
H-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR
BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 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


 



     A-1-3


     


    

 


ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


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


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4 AND CLASS A-5 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S,
CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS
THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 


[FOR THE HORIZONTAL RISK RETENTION
CERTIFICATES (CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR): THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE
HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED), AND AS SUCH IS


 



     A-1-4


     


    

 


SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR
PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). THE INITIAL PURCHASER OF THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




     A-1-5


     


    

 


	
        PASS-THROUGH
        RATE: [FOR FIXED CLASSES: [____]% per annum] [FOR WAC, WAC CAP AND CLASS X CERTIFICATES: VARIABLE IN ACCORDANCE WITH THE
        POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[             ]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

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

         

        CLOSING
        DATE: DECEMBER 20, 2018

         

        FIRST DISTRIBUTION
        DATE: 

        JANUARY 17, 2019

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 

        AS OF THE CLOSING DATE: 

        $[_________]

         
	
        MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: 

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.:
        [               ]

         

        ISIN NO.:
        [               ]

         

        COMMON CODE:
        [               ]

         

        CERTIFICATE
        NO.: [_] - ______

         





     A-1-6


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1,
2018 (the “Pooling and Servicing Agreement”), between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 






     A-1-7


     


    

 


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


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-3, A-SB, A-4, A-5, A-S, B, C, D, E-RR, F-RR, G-RR AND H-RR): principal and] interest then distributable, if any, allocable to
the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-SB, A-4, A-5, X-A, X-B, A-S, B, C AND D CERTIFICATES: Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.]
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount]
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B, C, D, E-RR, F-RR, G-RR AND H-RR): Principal and interest] allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and


 



     A-1-8


     


    

 


Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR CLASS A-1,
A-2, A-3, A-SB,


 



     A-1-9


     


    

 


A-4, A-5, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-RR AND H-RR CERTIFICATES:
100,000 initial Certificate Balance][FOR CLASS X-A, X-B AND X-D CERTIFICATES: 1,000,000 initial Notional Amount], and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder
of the initial [Certificate Balance][Notional Amount] of such Class.


 


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


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)            to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


 


(iv)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust


 



     A-1-10


     


    

 


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


 


(v)           to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;


 


(viii)        to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the


 



     A-1-11


     


    

 


Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)           to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)          to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


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.


 






     A-1-12


     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)          adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)          change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
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 or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate


 



     A-1-13


     


    

 


Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related
Companion Loan(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class V Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class V Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


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


 


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


 



     A-1-14


     


    

 


Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-1-15


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: December 20, 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


 


CLASS R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C48, CLASS R


 


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


 


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


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 



     A-2-1


     


    

 


EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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 THE “RESIDUAL
INTERESTS” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A


 



     A-2-2


     


    

 


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 DECEMBER 1, 2018

         

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

         

        CLOSING
        DATE: DECEMBER 20, 2018

         

        FIRST DISTRIBUTION
        DATE: 

        JANUARY 17, 2019

         
	
        MASTER SERVICER:
        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.:
        [              ]

         

        ISIN NO.:
        [              ]

         

        COMMON CODE:
        [              ]

         

        CERTIFICATE
        NO.: R-____

         





     A-2-4


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO COMMERCIAL MORTGAGE TRUST
2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 and are issued in the classes as specifically set forth
in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the
Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents the “residual interests” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the


 



     A-2-5


     


    

 


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 Certificate Administrator is hereby designated as the “partnership
representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC. Each holder of this Certificate, by
acceptance hereof, consents to the Certificate Administrator making any elections allowed under the Code (a) to avoid the application
of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of
any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on a Holder of this Certificate.
Each Holder of this Certificate, by acceptance hereof, agrees to any such elections and to reasonably cooperate with the Certificate
Administrator in connection with any such elections the Certificate Administrator determines in its discretion are necessary or
advisable.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) thereof
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 






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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or 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


 



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Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no
Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding
or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (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 Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)            to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






     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, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


 


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


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency 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


 



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such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)           to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)           to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 






     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.


 






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Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related
Companion Loan(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class V Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class V Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 



     A-2-12


     


    

 


years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-2-13


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: December 20, 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


 


CLASS V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C48, CLASS V


 


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


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 



     A-3-1


     


    

 


EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (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.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 




     A-3-2


     


    

 


	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 20, 2018

         

        FIRST DISTRIBUTION
        DATE: 

        JANUARY 17, 2019

         
	
        MASTER SERVICER:
        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.:
        [              ]

         

        ISIN NO.:
        [              ]

         

        COMMON CODE:
        [              ]

         

        CERTIFICATE
        NO.: V-____

         





     A-3-3


     


    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO COMMERCIAL MORTGAGE TRUST
2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 and are issued in the classes as specifically set forth
in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the
Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding


 



     A-3-4


     


    

 


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, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the


 



     A-3-5


     


    

 


final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)            to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






     A-3-6


     


    

 


(ii)           to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


 


(iv)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)           to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 






     A-3-7


     


    

 


(vii)         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;


 


(viii)        to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)           to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 






     A-3-8


     


    

 


(xi)          to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


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


 



     A-3-9


     


    

 


downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related
Companion Loan(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, 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)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 






     A-3-10


     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




     A-3-11


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: December 20, 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
B



MORTGAGE LOAN SCHEDULE


 




    Exhibit B-1


     


    






 


Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State
	1	Barclays	Miami
    Industrial Portfolio	2600-3070
    Northwest 72nd Avenue and 4400 Northwest 72nd Avenue	Miami	FL
	2.00	AREF	Sheraton
    Grand Nashville Downtown	623
    Union Street	Nashville	TN
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	Various	Various	Various
	3.01	WFB	Walgreens
    - Alexandria, VA	6717
    Richmond Highway	Alexandria	VA
	3.02	WFB	Walgreens
    - Atlanta, GA	2320
    North Druid Hills Road	Atlanta	GA
	3.03	WFB	Walgreens
    - Burlington, NC	2585
    South Church Street	Burlington	NC
	3.04	WFB	Walgreens
    - Franklin, MA	160
    East Central Street	Franklin	MA
	3.05	WFB	Walgreens
    - Chester, MD	1802
    Main Street	Chester	MD
	3.06	WFB	Walgreens
    - Laredo, TX	7610
    McPherson Road	Laredo	TX
	4	AREF	Riverworks	480
    Pleasant Street & 5 Bridge Street	Watertown	MA
	5	AREF	1000
    Windward Concourse	1000
    Windward Concourse	Alpharetta	GA
	6	WFB	Starwood
    Hotel Portfolio	Various	Various	Various
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	9801
    Natural Bridge Road	St.
    Louis	MO
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	401
    Locust Street	Des
    Moines	IA
	6.03	WFB	Residence
    Inn St. Louis Downtown	525
    South Jefferson Avenue	St.
    Louis	MO
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	1808
    South Australian Avenue	West
    Palm Beach	FL
	6.05	WFB	Courtyard
    Gulfport Beachfront	1600
    East Beach Boulevard	Gulfport	MS
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	54
    Peachtree Street SW	Atlanta	GA
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	450
    North Milwaukee Avenue	Vernon
    Hills	IL
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	15W90
    North Frontage Road	Burr
    Ridge	IL
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	2785
    Ramada Way	Green
    Bay	WI
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	410
    West Lake Street	Elmhurst	IL
	6.11	WFB	Hilton
    Garden Inn Wichita	2041
    North Bradley Fair Parkway	Wichita	KS
	6.12	WFB	Courtyard
    Norman	770
    Copperfield Drive	Norman	OK
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	19
    Radcliffe Drive	Moosic	PA
	6.14	WFB	Courtyard
    Salisbury	128
    Troopers Way	Salisbury
    	MD
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	13639
    Riverport Drive	Maryland
    Heights	MO
	6.16	WFB	Residence
    Inn Rocky Mount	230
    Gateway Boulevard	Rocky
    Mount	NC
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	2433
    North Greenwich Road	Wichita	KS
	6.18	WFB	Residence
    Inn Salisbury	140
    Centre Road	Salisbury	MD
	6.19	WFB	Courtyard
    Rocky Mount	250
    Gateway Boulevard	Rocky
    Mount	NC
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	1220
    North Greenwich Road	Wichita	KS
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	1212
    North Greenwich Road	Wichita	KS
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	3022
    Northwest Expressway	Oklahoma
    City	OK
	7	AREF	Franklin
    Towne Center	3391
    NJ-27	Franklin
    Park	NJ
	8	Barclays	Christiana
    Mall	132
    Christiana Mall	Newark	DE
	9	BSP	Bella
    at Norcross	2445
    Beaver Ruin Road	Norcross	GA
	10	Basis
    	1600
    Terrell Mill Road	1600
    Terrell Mill Road Southeast	Marietta	GA
	11	Basis
    	Memphis
    Industrial Portfolio	Various	Memphis	TN
	11.01	Basis
    	Wolf
    Lake	8370,
    8380, 8390, 8400, 8410, 8500 Wolf Lake Drive	Memphis	TN
	11.02	Basis
    	Stage
    Hills	3080,
    3110, 3111, 3144, 3150 Stage Post Drive & 7850, 7876, 8024 Stage Hills Boulevard	Memphis	TN
	12	BSP	Prudential
    - Digital Realty Portfolio	Various	Various	Various
	12.01	BSP	14901
    FAA Boulevard	14901
    FAA Boulevard	Fort
    Worth	TX
	12.02	BSP	4650
    Old Ironsides Drive	4650
    Old Ironsides Drive	Santa
    Clara	CA
	12.03	BSP	43790
    Devin Shafron Drive	43790
    Devin Shafron Drive	Ashburn	VA
	12.04	BSP	636
    Pierce Street	636
    Pierce Street	Somerset	NJ
	12.05	BSP	21551
    Beaumeade Circle	21551
    Beaumeade Circle	Ashburn	VA
	12.06	BSP	7505
    Mason King Court	7505
    Mason King Court	Manassas	VA
	12.07	BSP	4700
    Old Ironsides Drive	4700
    Old Ironsides Drive	Santa
    Clara	CA


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State
	12.08	BSP	444
    Toyama Drive	444
    Toyama Drive	Sunnyvale	CA
	13	BSP	California
    Mixed Use Portfolio	Various	Various	CA
	13.01	BSP	Daytona
    RV & Boat Storage	24194
    Daytona Cove	Perris
    	CA
	13.02	BSP	Daytona
    Business Park	24312
    Daytona Cove	Perris
    	CA
	13.03	BSP	Absolute
    Self Storage	72450
    Varner Road	Thousand
    Palms	CA
	14	AREF	Danbury
    Commerce Portfolio	Various	Danbury	CT
	14.01	AREF	Delaware
    Commerce Park	1,
    4, 10, 17-19 and 22 Eagle Road; 3, 7, 14-24 and 38 Commerce Drive; 3 and 6-16 Finance Drive; 4 Old Newtown Road; 37 Apple
    Ridge Road	Danbury	CT
	14.02	AREF	34
    Executive Drive	34
    Executive Drive	Danbury	CT
	15	Basis
    	35
    Claver Place	35
    Claver Place	Brooklyn	NY
	16	WFB	Aventura
    Mall	19501
    Biscayne Boulevard	Aventura	FL
	17	Basis
    	H
    Inc. Multifamily Portfolio	Various	Lansing	MI
	17.01	Basis
    	Motor
    Wheel Lofts	707
    Prudden Street	Lansing	MI
	17.02	Basis
    	JI
    Case Lofts	113
    Pere Marquette Drive	Lansing	MI
	18	AREF	Waterford
    Tulsa Apartments	5181
    S. Harvard Avenue	Tulsa	OK
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	Various	Indianapolis	IN
	19.01	AREF	Lakeside
    Pointe at Nora	9000
    North College Avenue	Indianapolis	IN
	19.02	AREF	Fox
    Club Apartments	4401
    South Keystone Avenue	Indianapolis	IN
	20	Barclays	Virginia
    Beach Hotel Portfolio	Various	Virginia
    Beach	VA
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	3001
    Atlantic Avenue	Virginia
    Beach	VA
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	3315
    Atlantic Avenue	Virginia
    Beach	VA
	21	Barclays	Home
    Depot Technology Center	2161-2250
    Newmarket Parkway Southeast	Marietta	GA
	22	AREF	Hampton
    Inn & Suites - Vineland	2134
    West Landis Avenue	Vineland	NJ
	23	AREF	The
    Tannery	19
    West College Avenue	Yardley	PA
	24	WFB	Vernon
    Industrial 	4177-4199
    Bandini Boulevard	Vernon	CA
	25	Barclays	Liberty
    Portfolio	Various	Various	AZ
	25.01	Barclays	Liberty
    Center at Rio Salado	1850,
    1870, 1910, 1930 West Rio Salado Parkway	Tempe	AZ
	25.02	Barclays	8501
    East Raintree Drive	8501
    East Raintree Drive	Scottsdale	AZ
	26	BSP	Argenta
    Flats	123
    West 7th Street	North
    Little Rock	AR
	27	AREF	Century
    Town Center	5975
    20th Street	Vero
    Beach	FL
	28	WFB	Home2
    Suites - Franklin Cool Springs	107
    International Drive	Franklin	TN
	29	AREF	Kennedy
    Road Marketplace	1055-1065
    Kennedy Road	Windsor	CT
	30	Barclays	1400
    Flat Gap Road	1400
    Flat Gap Road	Jefferson
    City	TN
	31	Barclays	Fair
    Oaks Mall	11750
    Fair Oaks Mall	Fairfax	VA
	32	AREF	Norriton
    Medical Center	160-190
    West Germantown Pike	East
    Norriton 

    Township	PA
	33	Basis
    	Hampton
    Inn & Suites McKinney	2008
    North Central Expressway	McKinney	TX
	34	AREF	Kaden
    Tower	6100
    Dutchmans Lane	Louisville	KY
	35	WFB	Buellton
    Self Storage	711
    Jonata Park Road	Buellton	CA
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	36400
    Van Dyke Avenue	Sterling
    Heights	MI
	37	AREF	Heartland
    Village Apartments	1710-1791
    Putnam Avenue	Normal	IL
	38	WFB	CLC
    Self Storage Portfolio	Various	Various	Various
	38.01	WFB	Kangaroo
    II Self-Storage	100
    Valency Drive	Loveland	CO
	38.02	WFB	Apublix
    Self Storage - Sooner Road	5100
    South Sooner Road	Oklahoma
    City	OK
	38.03	WFB	Apublix
    Self Storage - 10th Street	8401
    Northwest 10th Street	Oklahoma
    City	OK
	39	WFB	33
    Dart Road	33
    Dart Road	Newnan	GA
	40	WFB	Condor
    Self Storage of Ojai	324
    Bryant Street	Ojai	CA
	41	AREF	225
    Carolina 	225
    Carolina Avenue	Providence	RI
	42	Barclays	Fairmont
    Crossing	7215
    Fairmont Parkway	Pasadena	TX
	43	WFB	Infinite
    Self Storage	1397
    North Larkin Avenue	Joliet	IL
	44	AREF	Willow
    Ridge	854
    West Battlement Parkway	Parachute	CO
	45	WFB	New
    London Square	1425,
    1427, 1489, 1495 Roswell Road	Marietta	GA
	46	BSP	Walgreens
    - Georgetown, TX	5317
    Williams Drive	Georgetown	TX
	47	WFB	Paso
    Robles Self Storage	2941
    Union Road	Paso
    Robles	CA
	48	WFB	Cartwright
    Pointe Plaza	5109
    West Thomas Road	Phoenix	AZ
	49	WFB	Safeway
    - Port Angeles	2709
    East Highway 101	Port
    Angeles	WA
	50	WFB	2011
    & 2015 Abrams Road	2011
    and 2015 Abrams Road	Dallas	TX
	51	Basis
    	Heron
    Lakes Apartments	1164
    Skywood Drive	Mobile	AL
	52	WFB	Rochester
    Square Shopping Center	3946-3978
    Rochester Road	Troy	MI


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Zip
    Code	County	General
    Property Type	Number
    of Units	Unit
    of Measure	Original
    Principal Balance ($)	Cut-off
    Date Principal Balance ($)	Loan
    Amortization Type	Monthly
    P&I Payment ($)
	1	Barclays	Miami
    Industrial Portfolio	33162;
    33166	Miami-Dade	Industrial	745,597	Sq.
    Ft.	66,100,000.00	66,100,000.00	Interest-only,
    Balloon	278,180.78
    
	2.00	AREF	Sheraton
    Grand Nashville Downtown	37219	Davidson	Hospitality	482	Rooms	60,000,000.00	60,000,000.00	Interest-only,
    Balloon	255,246.53
    
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	Various	Various	Retail	87,049	Sq.
    Ft.	40,000,000.00	40,000,000.00	Amortizing
    Balloon	220,881.48
    
	3.01	WFB	Walgreens
    - Alexandria, VA	22306	Fairfax	Retail	14,469	Sq.
    Ft.	9,311,000.00	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	30329	DeKalb	Retail	14,110	Sq.
    Ft.	6,744,000.00	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	27215	Alamance	Retail	14,550	Sq.
    Ft.	6,506,000.00	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	02038	Norfolk	Retail	14,550	Sq.
    Ft.	6,147,000.00	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	21619	Queen
    Anne’s	Retail	14,550	Sq.
    Ft.	6,088,000.00	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	78041	Webb	Retail	14,820	Sq.
    Ft.	5,204,000.00	 	 	 
	4	AREF	Riverworks	02472	Middlesex	Office	201,417	Sq.
    Ft.	38,629,000.00	38,629,000.00	Interest-only,
    Balloon	158,522.42
    
	5	AREF	1000
    Windward Concourse	30005	Fulton	Office	251,425	Sq.
    Ft.	30,500,000.00	30,500,000.00	Interest-only,
    Amortizing Balloon	163,637.41
    
	6	WFB	Starwood
    Hotel Portfolio	Various	Various	Hospitality	2,943	Rooms	30,000,000.00	30,000,000.00	Interest-only,
    Balloon	130,538.19
    
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	63134	St.
    Louis	Hospitality	393	Rooms	3,958,388.17	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	50309	Polk	Hospitality	209	Rooms	2,678,430.34	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	63103	St.
    Louis City	Hospitality	188	Rooms	2,512,509.85	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	33409	Palm
    Beach	Hospitality	175	Rooms	2,480,905.92	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	39501	Harrison	Hospitality	149	Rooms	1,785,620.26	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	30303	Fulton	Hospitality	156	Rooms	1,659,204.68	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	60061	Lake	Hospitality	127	Rooms	1,524,888.11	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	60527	Du
    Page	Hospitality	128	Rooms	1,366,868.60	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	54304	Brown	Hospitality	118	Rooms	1,335,264.68	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	60126	Du
    Page	Hospitality	128	Rooms	1,224,651.06	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	67206	Sedgwick	Hospitality	103	Rooms	1,066,631.55	 	 	 
	6.12	WFB	Courtyard
    Norman	73072	Cleveland	Hospitality	113	Rooms	916,513.02	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	18507	Lackawanna	Hospitality	102	Rooms	877,008.11	 	 	 
	6.14	WFB	Courtyard
    Salisbury	21804	Wicomico	Hospitality	106	Rooms	845,404.30	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	63043	St.
    Louis	Hospitality	104	Rooms	837,503.32	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	27804	Nash	Hospitality	77	Rooms	837,503.32	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	67226	Sedgwick	Hospitality	102	Rooms	797,998.42	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	21801	Wicomico	Hospitality	84	Rooms	790,097.43	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	27804	Nash	Hospitality	90	Rooms	639,978.91	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	67206	Sedgwick	Hospitality	102	Rooms	632,077.92	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	67206	Sedgwick	Hospitality	93	Rooms	632,077.92	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	73112	Oklahoma	Hospitality	96	Rooms	600,474.11	 	 	 
	7	AREF	Franklin
    Towne Center	08823	Somerset	Retail	138,364	Sq.
    Ft.	29,000,000.00	29,000,000.00	Amortizing
    ARD	188,110.77
    
	8	Barclays	Christiana
    Mall	19702	New
    Castle	Retail	779,084	Sq.
    Ft.	28,000,000.00	28,000,000.00	Interest-only,
    Balloon	101,194.56
    
	9	BSP	Bella
    at Norcross	30071	Gwinnett	Multifamily	318	Units	27,000,000.00	27,000,000.00	Interest-only,
    Amortizing Balloon	153,981.32
    
	10	Basis
    	1600
    Terrell Mill Road	30067	Cobb	Office	251,710	Sq.
    Ft.	26,000,000.00	26,000,000.00	Interest-only,
    Amortizing Balloon	144,863.97
    
	11	Basis
    	Memphis
    Industrial Portfolio	38133	Shelby	Industrial	467,949	Sq.
    Ft.	25,600,000.00	25,600,000.00	Amortizing
    Balloon	144,551.91
    
	11.01	Basis
    	Wolf
    Lake	38133	Shelby	Industrial	229,674	Sq.
    Ft.	13,150,000.00	 	 	 
	11.02	Basis
    	Stage
    Hills	38133	Shelby	Industrial	238,275	Sq.
    Ft.	12,450,000.00	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	Various	Various	Other	1,042,933	Sq.
    Ft.	25,000,000.00	25,000,000.00	Interest-only,
    Balloon	96,266.64
    
	12.01	BSP	14901
    FAA Boulevard	76155	Tarrant	Other	263,700	Sq.
    Ft.	5,047,169.80	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	95054	Santa
    Clara	Other	124,383	Sq.
    Ft.	4,410,377.36	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	20147	Loudoun	Other	152,138	Sq.
    Ft.	3,561,320.76	 	 	 
	12.04	BSP	636
    Pierce Street	08873	Somerset	Other	108,336	Sq.
    Ft.	2,959,905.66	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	20147	Loudoun	Other	152,504	Sq.
    Ft.	2,665,094.34	 	 	 
	12.06	BSP	7505
    Mason King Court	20109	Prince
    William	Other	109,650	Sq.
    Ft.	2,311,320.76	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	95054	Santa
    Clara	Other	90,139	Sq.
    Ft.	2,252,358.49	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Zip
    Code	County	General
    Property Type	Number
    of Units	Unit
    of Measure	Original
    Principal Balance ($)	Cut-off
    Date Principal Balance ($)	Loan
    Amortization Type	Monthly
    P&I Payment ($)
	12.08	BSP	444
    Toyama Drive	94089	Santa
    Clara	Other	42,083	Sq.
    Ft.	1,792,452.83	 	 	 
	13	BSP	California
    Mixed Use Portfolio	Various	Riverside	Various	607,004	Sq.
    Ft.	24,800,000.00	24,800,000.00	Amortizing
    Balloon	136,026.34
    
	13.01	BSP	Daytona
    RV & Boat Storage	92570	Riverside	Self
    Storage	322,622	Sq.
    Ft.	12,270,000.00	 	 	 
	13.02	BSP	Daytona
    Business Park	92570	Riverside	Industrial	199,158	Sq.
    Ft.	7,030,000.00	 	 	 
	13.03	BSP	Absolute
    Self Storage	92276	Riverside	Self
    Storage	85,224	Sq.
    Ft.	5,500,000.00	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	06810	Fairfield	Industrial	468,711	Sq.
    Ft.	22,800,000.00	22,800,000.00	Interest-only,
    Balloon	110,285.76
    
	14.01	AREF	Delaware
    Commerce Park	06810	Fairfield	Industrial	379,829	Sq.
    Ft.	18,120,000.00	 	 	 
	14.02	AREF	34
    Executive Drive	06810	Fairfield	Industrial	88,882	Sq.
    Ft.	4,680,000.00	 	 	 
	15	Basis
    	35
    Claver Place	11238	Kings	Multifamily	44	Units	21,330,000.00	21,330,000.00	Interest-only,
    Balloon	95,786.27
    
	16	WFB	Aventura
    Mall	33180	Miami-Dade	Retail	1,217,508	Sq.
    Ft.	20,000,000.00	20,000,000.00	Interest-only,
    Balloon	69,641.49
    
	17	Basis
    	H
    Inc. Multifamily Portfolio	Various	Ingham	Multifamily	140	Units	19,200,000.00	19,028,538.22	Amortizing
    Balloon	104,718.77
    
	17.01	Basis
    	Motor
    Wheel Lofts	48906	Ingham	Multifamily	119	Units	16,340,000.00	 	 	 
	17.02	Basis
    	JI
    Case Lofts	48912	Ingham	Multifamily	21	Units	2,860,000.00	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	74135	Tulsa	Multifamily	344	Units	18,144,000.00	18,144,000.00	Interest-only,
    Amortizing Balloon	102,224.19
    
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	Various	Marion	Multifamily	924	Units	16,000,000.00	16,000,000.00	Interest-only,
    Amortizing Balloon	95,722.45
    
	19.01	AREF	Lakeside
    Pointe at Nora	46240	Marion	Multifamily	588	Units	10,794,939.38	 	 	 
	19.02	AREF	Fox
    Club Apartments	46227	Marion	Multifamily	336	Units	5,205,060.62	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	23451	Virginia
    Beach	Hospitality	456	Rooms	15,000,000.00	15,000,000.00	Interest-only,
    Amortizing Balloon	79,723.01
    
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	23451	Virginia
    Beach	Hospitality	289	Rooms	9,754,601.23	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	23451	Virginia
    Beach	Hospitality	167	Rooms	5,245,398.77	 	 	 
	21	Barclays	Home
    Depot Technology Center	30067	Cobb	Office	347,498	Sq.
    Ft.	14,300,000.00	14,300,000.00	Interest-only,
    ARD	60,422.96
    
	22	AREF	Hampton
    Inn & Suites - Vineland	08360	Cumberland	Hospitality	130	Rooms	14,100,000.00	14,074,102.80	Amortizing
    Balloon	84,355.41
    
	23	AREF	The
    Tannery	19067	Bucks	Office	65,355	Sq.
    Ft.	13,250,000.00	13,221,538.14	Amortizing
    Balloon	73,249.08
    
	24	WFB	Vernon
    Industrial 	90058	Los
    Angeles	Industrial	147,300	Sq.
    Ft.	13,000,000.00	13,000,000.00	Interest-only,
    Balloon	54,918.98
    
	25	Barclays	Liberty
    Portfolio	Various	Maricopa	Office	805,746	Sq.
    Ft.	12,850,000.00	12,850,000.00	Interest-only,
    Balloon	51,625.32
    
	25.01	Barclays	Liberty
    Center at Rio Salado	85281	Maricopa	Office	682,406	Sq.
    Ft.	10,914,173.87	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	85260	Maricopa	Office	123,340	Sq.
    Ft.	1,935,826.13	 	 	 
	26	BSP	Argenta
    Flats	72114	Pulaski	Multifamily	160	Units	11,900,000.00	11,900,000.00	Interest-only,
    Amortizing Balloon	67,268.54
    
	27	AREF	Century
    Town Center	32966	Indian
    River	Retail	99,533	Sq.
    Ft.	11,900,000.00	11,900,000.00	Interest-only,
    Amortizing Balloon	64,012.75
    
	28	WFB	Home2
    Suites - Franklin Cool Springs	37067	Williamson	Hospitality	105	Rooms	11,900,000.00	11,900,000.00	Amortizing
    Balloon	64,684.16
    
	29	AREF	Kennedy
    Road Marketplace	6095	Hartford	Retail	64,707	Sq.
    Ft.	11,500,000.00	11,500,000.00	Interest-only,
    Amortizing Balloon	63,361.04
    
	30	Barclays	1400
    Flat Gap Road	37760	Jefferson	Industrial	485,977	Sq.
    Ft.	10,250,000.00	10,250,000.00	Interest-only,
    Amortizing Balloon	55,683.85
    
	31	Barclays	Fair
    Oaks Mall	22033	Fairfax	Retail	779,949	Sq.
    Ft.	9,625,000.00	9,553,430.88	Amortizing
    Balloon	45,053.38
    
	32	AREF	Norriton
    Medical Center	19428	Montgomery	Office	74,212	Sq.
    Ft.	8,700,000.00	8,700,000.00	Interest-only,
    Balloon	37,819.32
    
	33	Basis
    	Hampton
    Inn & Suites McKinney	75069	Collin	Hospitality	79	Rooms	7,875,000.00	7,863,138.04	Amortizing
    Balloon	49,399.46
    
	34	AREF	Kaden
    Tower	40205	Jefferson	Office	86,834	Sq.
    Ft.	7,650,000.00	7,650,000.00	Interest-only,
    Amortizing Balloon	43,892.93
    
	35	WFB	Buellton
    Self Storage	93427	Santa
    Barbara	Self
    Storage	85,468	Sq.
    Ft.	7,500,000.00	7,500,000.00	Interest-only,
    Balloon	31,652.34
    
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	48312	Macomb	Hospitality	76	Rooms	7,500,000.00	7,500,000.00	Amortizing
    Balloon	43,625.13
    
	37	AREF	Heartland
    Village Apartments	61761	McLean	Multifamily	288	Beds	6,937,500.00	6,937,500.00	Interest-only,
    Amortizing Balloon	40,485.37
    
	38	WFB	CLC
    Self Storage Portfolio	Various	Various	Self
    Storage	139,785	Sq.
    Ft.	6,700,000.00	6,700,000.00	Interest-only,
    Amortizing Balloon	38,526.69
    
	38.01	WFB	Kangaroo
    II Self-Storage	80537	Larimer	Self
    Storage	75,325	Sq.
    Ft.	3,605,700.00	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	73135	Oklahoma	Self
    Storage	49,110	Sq.
    Ft.	2,309,530.00	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	73127	Oklahoma	Self
    Storage	15,350	Sq.
    Ft.	784,770.00	 	 	 
	39	WFB	33
    Dart Road	30265	Coweta	Industrial	104,880	Sq.
    Ft.	6,600,000.00	6,600,000.00	Interest-only,
    Balloon	27,324.31
    
	40	WFB	Condor
    Self Storage of Ojai	93023	Ventura	Self
    Storage	85,595	Sq.
    Ft.	6,000,000.00	6,000,000.00	Interest-only,
    Balloon	25,550.00
    
	41	AREF	225
    Carolina 	02901	Providence	Office	40,507	Sq.
    Ft.	6,000,000.00	6,000,000.00	Interest-only,
    Amortizing Balloon	32,650.76
    
	42	Barclays	Fairmont
    Crossing	77505	Harris	Mixed
    Use	29,114	Sq.
    Ft.	5,900,000.00	5,900,000.00	Interest-only,
    Amortizing Balloon	32,561.75
    
	43	WFB	Infinite
    Self Storage	60435	Will	Self
    Storage	94,600	Sq.
    Ft.	5,750,000.00	5,750,000.00	Interest-only,
    Balloon	26,865.94
    
	44	AREF	Willow
    Ridge	81635	Garfield	Multifamily	211	Units	5,685,000.00	5,685,000.00	Interest-only,
    Amortizing Balloon	31,357.58
    
	45	WFB	New
    London Square	30062	Cobb	Retail	89,053	Sq.
    Ft.	5,075,000.00	5,075,000.00	Interest-only,
    Amortizing Balloon	28,276.33
    
	46	BSP	Walgreens
    - Georgetown, TX	78633	Williamson	Retail	14,820	Sq.
    Ft.	4,350,000.00	4,350,000.00	Interest-only,
    Balloon	19,589.60
    
	47	WFB	Paso
    Robles Self Storage	93446	San
    Luis Obispo	Self
    Storage	96,098	Sq.
    Ft.	4,000,000.00	4,000,000.00	Interest-only,
    Balloon	16,458.80
    
	48	WFB	Cartwright
    Pointe Plaza	85031	Maricopa	Retail	73,725	Sq.
    Ft.	3,960,000.00	3,960,000.00	Amortizing
    Balloon	20,812.67
    
	49	WFB	Safeway
    - Port Angeles	98362	Clallam	Retail	43,228	Sq.
    Ft.	3,500,000.00	3,500,000.00	Interest-only,
    Balloon	15,554.75
    
	50	WFB	2011
    & 2015 Abrams Road	75214	Dallas	Retail	8,362	Sq.
    Ft.	3,100,000.00	3,100,000.00	Interest-only,
    Balloon	14,418.77
    
	51	Basis
    	Heron
    Lakes Apartments	36693	Mobile	Multifamily	52	Units	2,300,000.00	2,282,696.08	Amortizing
    Balloon	13,986.99
    
	52	WFB	Rochester
    Square Shopping Center	48083	Oakland	Retail	19,036	Sq.
    Ft.	1,500,000.00	1,500,000.00	Interest-only,
    Amortizing Balloon	8,563.95
    


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Interest
    Accrual Basis	Mortgage
    Rate	Administrative
    Fee Rate	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date or Anticipated Repayment Date	ARD
    Loan Maturity Date	ARD
    Mortgage Rate After Anticipated Repayment Date	Original
    Term to Maturity or ARD (Mos.)
	1	Barclays	Miami
    Industrial Portfolio	Actual/360	4.9810000%	0.0163000%	4.9647000%	6	12/6/2028	NAP	NAP	120
	2.00	AREF	Sheraton
    Grand Nashville Downtown	Actual/360	5.0350000%	0.0142500%	5.0207500%	6	10/6/2028	NAP	NAP	120
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	Actual/360	5.2500000%	0.0163000%	5.2337000%	11	12/11/2028	NAP	NAP	120
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 	 	 	 	 
	4	AREF	Riverworks	Actual/360	4.8570000%	0.0163000%	4.8407000%	6	11/6/2028	NAP	NAP	120
	5	AREF	1000
    Windward Concourse	Actual/360	4.9950000%	0.0163000%	4.9787000%	6	11/6/2028	NAP	NAP	120
	6	WFB	Starwood
    Hotel Portfolio	Actual/360	5.1500000%	0.0142500%	5.1357500%	11	9/11/2028	NAP	NAP	120
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	Actual/360	5.4100000%	0.0163000%	5.3937000%	6	10/6/2028	12/6/2030	Greater
    of: (i) Initial Interest Rate+3%; or (iii) Treasury Rate+3%	118
	8	Barclays	Christiana
    Mall	Actual/360	4.2775000%	0.0130000%	4.2645000%	1	8/1/2028	NAP	NAP	120
	9	BSP	Bella
    at Norcross	Actual/360	5.5400000%	0.0163000%	5.5237000%	6	12/6/2028	NAP	NAP	120
	10	Basis
    	1600
    Terrell Mill Road	Actual/360	5.3300000%	0.0163000%	5.3137000%	6	12/6/2028	NAP	NAP	120
	11	Basis
    	Memphis
    Industrial Portfolio	Actual/360	5.4500000%	0.0163000%	5.4337000%	1	12/1/2028	NAP	NAP	120
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	Actual/360	4.5575000%	0.0142500%	4.5432500%	6	10/6/2023	NAP	NAP	60
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Interest
    Accrual Basis	Mortgage
    Rate	Administrative
    Fee Rate	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date or Anticipated Repayment Date	ARD
    Loan Maturity Date	ARD
    Mortgage Rate After Anticipated Repayment Date	Original
    Term to Maturity or ARD (Mos.)
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	Actual/360	5.1900000%	0.0163000%	5.1737000%	6	12/6/2028	NAP	NAP	120
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	Actual/360	5.7250000%	0.0438000%	5.6812000%	6	11/6/2028	NAP	NAP	120
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 	 	 	 	 
	15	Basis
    	35
    Claver Place	Actual/360	5.3150000%	0.0163000%	5.2987000%	1	11/1/2028	NAP	NAP	120
	16	WFB	Aventura
    Mall	Actual/360	4.1212500%	0.0130000%	4.1082500%	1	7/1/2028	NAP	NAP	120
	17	Basis
    	H
    Inc. Multifamily Portfolio	Actual/360	5.1400000%	0.0163000%	5.1237000%	1	4/1/2028	NAP	NAP	120
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	Actual/360	5.4300000%	0.0163000%	5.4137000%	6	11/6/2028	NAP	NAP	120
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	Actual/360	5.9800000%	0.0142500%	5.9657500%	6	11/6/2028	NAP	NAP	120
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	Actual/360	4.9125000%	0.0142500%	4.8982500%	6	9/6/2028	NAP	NAP	120
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	Actual/360	5.0010000%	0.0130000%	4.9880000%	5	11/5/2025	11/5/2028	8.0010%	84
	22	AREF	Hampton
    Inn & Suites - Vineland	Actual/360	5.9800000%	0.0538000%	5.9262000%	6	10/6/2028	NAP	NAP	120
	23	AREF	The
    Tannery	Actual/360	5.2600000%	0.0163000%	5.2437000%	6	10/6/2028	NAP	NAP	120
	24	WFB	Vernon
    Industrial 	Actual/360	5.0000000%	0.0163000%	4.9837000%	11	12/11/2028	NAP	NAP	120
	25	Barclays	Liberty
    Portfolio	Actual/360	4.7550000%	0.0142500%	4.7407500%	6	10/6/2028	NAP	NAP	120
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 	 	 	 	 
	26	BSP	Argenta
    Flats	Actual/360	5.4600000%	0.0163000%	5.4437000%	6	12/6/2028	NAP	NAP	120
	27	AREF	Century
    Town Center	Actual/360	5.0180000%	0.0163000%	5.0017000%	6	11/6/2028	NAP	NAP	120
	28	WFB	Home2
    Suites - Franklin Cool Springs	Actual/360	5.1100000%	0.0163000%	5.0937000%	11	12/11/2028	NAP	NAP	120
	29	AREF	Kennedy
    Road Marketplace	Actual/360	5.2300000%	0.0163000%	5.2137000%	6	12/6/2028	NAP	NAP	120
	30	Barclays	1400
    Flat Gap Road	Actual/360	5.1050000%	0.0163000%	5.0887000%	6	11/6/2025	NAP	NAP	84
	31	Barclays	Fair
    Oaks Mall	Actual/360	4.2580000%	0.0142500%	4.2437500%	10	5/10/2023	NAP	NAP	60
	32	AREF	Norriton
    Medical Center	Actual/360	5.1450000%	0.0163000%	5.1287000%	6	12/6/2028	NAP	NAP	120
	33	Basis
    	Hampton
    Inn & Suites McKinney	Actual/360	5.7200000%	0.0163000%	5.7037000%	1	11/1/2028	NAP	NAP	120
	34	AREF	Kaden
    Tower	Actual/360	5.5950000%	0.0163000%	5.5787000%	6	12/6/2028	NAP	NAP	120
	35	WFB	Buellton
    Self Storage	Actual/360	4.9950000%	0.0163000%	4.9787000%	11	11/11/2028	NAP	NAP	120
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	Actual/360	5.7200000%	0.0163000%	5.7037000%	1	12/1/2028	NAP	NAP	120
	37	AREF	Heartland
    Village Apartments	Actual/360	5.7500000%	0.0863000%	5.6637000%	6	11/6/2028	NAP	NAP	120
	38	WFB	CLC
    Self Storage Portfolio	Actual/360	5.6150000%	0.0163000%	5.5987000%	11	11/11/2028	NAP	NAP	120
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 	 	 	 	 
	39	WFB	33
    Dart Road	Actual/360	4.9000000%	0.0163000%	4.8837000%	11	11/11/2028	NAP	NAP	120
	40	WFB	Condor
    Self Storage of Ojai	Actual/360	5.0400000%	0.0163000%	5.0237000%	11	11/11/2028	NAP	NAP	120
	41	AREF	225
    Carolina 	Actual/360	5.1200000%	0.0163000%	5.1037000%	6	11/6/2028	NAP	NAP	120
	42	Barclays	Fairmont
    Crossing	Actual/360	5.2450000%	0.0163000%	5.2287000%	6	12/6/2028	NAP	NAP	120
	43	WFB	Infinite
    Self Storage	Actual/360	5.5300000%	0.0738000%	5.4562000%	11	11/11/2028	NAP	NAP	120
	44	AREF	Willow
    Ridge	Actual/360	5.2400000%	0.0163000%	5.2237000%	6	10/6/2028	NAP	NAP	120
	45	WFB	New
    London Square	Actual/360	5.3300000%	0.0163000%	5.3137000%	11	11/11/2028	NAP	NAP	120
	46	BSP	Walgreens
    - Georgetown, TX	Actual/360	5.3300000%	0.0163000%	5.3137000%	6	11/6/2028	NAP	NAP	120
	47	WFB	Paso
    Robles Self Storage	Actual/360	4.8700000%	0.0163000%	4.8537000%	11	12/11/2028	NAP	NAP	120
	48	WFB	Cartwright
    Pointe Plaza	Actual/360	4.8150000%	0.0163000%	4.7987000%	11	12/11/2028	NAP	NAP	120
	49	WFB	Safeway
    - Port Angeles	Actual/360	5.2600000%	0.0163000%	5.2437000%	11	11/11/2028	NAP	NAP	120
	50	WFB	2011
    & 2015 Abrams Road	Actual/360	5.5050000%	0.0163000%	5.4887000%	11	12/11/2028	NAP	NAP	120
	51	Basis
    	Heron
    Lakes Apartments	Actual/360	5.4000000%	0.0163000%	5.3837000%	1	7/1/2028	NAP	NAP	120
	52	WFB	Rochester
    Square Shopping Center	Actual/360	5.5500000%	0.0163000%	5.5337000%	11	11/11/2028	NAP	NAP	120


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Remaining
    Term to Maturity or ARD (Mos.)	Amortization
    Term (Original) (Mos.)	Amortization
    Term (Remaining) (Mos.)	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)
	1	Barclays	Miami
    Industrial Portfolio	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	0
    	115,875
    
	2.00	AREF	Sheraton
    Grand Nashville Downtown	118	IO	IO	NAP	L(26),D(88),O(6)	Fee
    	0	0	1,166,485
    
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	120	360	360	NAP	L(24),GRTR
    1% or YM(92),O(4)	Fee	0	0
    	0
    
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 	 	 	 	 
	4	AREF	Riverworks	119	IO	IO	NAP	L(25),D(90),O(5)	Fee
    	0	0	137,443
    
	5	AREF	1000
    Windward Concourse	119	360	360	NAP	L(25),D(92),O(3)	Fee
    	0	0	30,578
    
	6	WFB	Starwood
    Hotel Portfolio	117	IO	IO	NAP	L(11),GRTR
    1% or YM(16),GRTR 1% or YM or D(86),O(7)	Fee	0	0
    	0
    
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	118	264	264	NAP	L(24),D(90),O(4)	Fee
    	0	0	0
    
	8	Barclays	Christiana
    Mall	116	IO	IO	NAP	L(28),D(85),O(7)	Both	0	0
    	0
    
	9	BSP	Bella
    at Norcross	120	360	360	NAP	L(24),D(89),O(7)	Fee	0	0
    	83,569
    
	10	Basis
    	1600
    Terrell Mill Road	120	360	360	NAP	L(24),D(93),O(3)	Fee	0	3,438
    	93,480
    
	11	Basis
    	Memphis
    Industrial Portfolio	120	360	360	NAP	L(24),D(93),O(3)	Fee	5	63,000
    	0
    
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	58	IO	IO	NAP	L(26),GRTR
    1% or YM or D(27),O(7)	Fee	0	0
    	0
    
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Remaining
    Term to Maturity or ARD (Mos.)	Amortization
    Term (Original) (Mos.)	Amortization
    Term (Remaining) (Mos.)	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	120	360	360	NAP	L(24),D(92),O(4)	Fee
    	0	18,313
    	114,994
    
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	119	IO	IO	NAP	L(25),D(91),O(4)	Fee
    	0	478,650
    	120,237
    
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 	 	 	 	 
	15	Basis
    	35
    Claver Place	119	IO	IO	NAP	L(25),D(92),O(3)	Fee	5	3,125
    	36,568
    
	16	WFB	Aventura
    Mall	115	IO	IO	NAP	L(29),D(84),O(7)	Fee	0	0
    	0
    
	17	Basis
    	H
    Inc. Multifamily Portfolio	112	360	352	NAP	L(32),D(85),O(3)	Fee	5	37,188
    	86,421
    
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	119	360	360	NAP	L(25),D(91),O(4)	Fee
    	0	21,875
    	0
    
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	119	360	360	NAP	L(25),D(91),O(4)	Fee
    	0	489,440
    	0
    
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	117	360	360	NAP	L(27),D(89),O(4)	Both	0	0
    	326,006
    
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	83	IO	IO	NAP	L(25),D(52),O(7)	Fee	0	0
    	27,577
    
	22	AREF	Hampton
    Inn & Suites - Vineland	118	360	358	NAP	L(26),D(90),O(4)	Fee
    	0	0	18,649
    
	23	AREF	The
    Tannery	118	360	358	NAP	L(26),D(90),O(4)	Fee
    	0	0	15,820
    
	24	WFB	Vernon
    Industrial 	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	0
    	48,105
    
	25	Barclays	Liberty
    Portfolio	118	IO	IO	NAP	L(26),D(91),O(3)	Both	5	3,125
    	89,189
    
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 	 	 	 	 
	26	BSP	Argenta
    Flats	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	66,796
    
	27	AREF	Century
    Town Center	119	360	360	NAP	L(25),D(91),O(4)	Fee
    	0	5,125
    	195,756
    
	28	WFB	Home2
    Suites - Franklin Cool Springs	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	43,735
    
	29	AREF	Kennedy
    Road Marketplace	120	360	360	NAP	L(24),D(93),O(3)	Fee
    	0	0	134,549
    
	30	Barclays	1400
    Flat Gap Road	83	360	360	NAP	L(25),D(55),O(4)	Fee	0	0
    	0
    
	31	Barclays	Fair
    Oaks Mall	53	360	353	NAP	L(31),D(25),O(4)	Fee	0	0
    	0
    
	32	AREF	Norriton
    Medical Center	120	IO	IO	NAP	L(24),D(92),O(4)	Fee
    	0	0	79,316
    
	33	Basis
    	Hampton
    Inn & Suites McKinney	119	300	299	NAP	L(25),D(91),O(4)	Fee	5	19,688
    	0
    
	34	AREF	Kaden
    Tower	120	360	360	NAP	L(24),D(92),O(4)	Fee
    	0	0	17,562
    
	35	WFB	Buellton
    Self Storage	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0
    	14,780
    
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	120	360	360	NAP	L(24),D(92),O(4)	Fee	5	0
    	49,454
    
	37	AREF	Heartland
    Village Apartments	119	360	360	NAP	L(25),D(91),O(4)	Fee
    	0	16,038
    	83,558
    
	38	WFB	CLC
    Self Storage Portfolio	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0
    	12,469
    
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 	 	 	 	 
	39	WFB	33
    Dart Road	119	IO	IO	NAP	L(25),D(88),O(7)	Fee	0	0
    	0
    
	40	WFB	Condor
    Self Storage of Ojai	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0
    	15,048
    
	41	AREF	225
    Carolina 	119	360	360	NAP	L(25),D(91),O(4)	Fee
    	0	0	0
    
	42	Barclays	Fairmont
    Crossing	120	360	360	NAP	L(24),GRTR
    1% or YM(92),O(4)	Fee	0	8,375
    	172,030
    
	43	WFB	Infinite
    Self Storage	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0
    	53,568
    
	44	AREF	Willow
    Ridge	118	360	360	NAP	L(26),D(90),O(4)	Fee
    	0	0	11,992
    
	45	WFB	New
    London Square	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0
    	15,616
    
	46	BSP	Walgreens
    - Georgetown, TX	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    
	47	WFB	Paso
    Robles Self Storage	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	0
    	15,171
    
	48	WFB	Cartwright
    Pointe Plaza	120	360	360	NAP	L(24),D(92),O(4)	Fee	0	0
    	0
    
	49	WFB	Safeway
    - Port Angeles	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    
	50	WFB	2011
    & 2015 Abrams Road	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	0
    	5,461
    
	51	Basis
    	Heron
    Lakes Apartments	115	300	295	NAP	L(29),D(89),O(2)	Fee	5	30,286
    	20,446
    
	52	WFB	Rochester
    Square Shopping Center	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0
    	15,511
    


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Monthly
    Tax Escrow ($)	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    Reserve Cap ($)
	1	Barclays	Miami
    Industrial Portfolio	57,937
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	12,427
    	0
    
	2.00	AREF	Sheraton
    Grand Nashville Downtown	129,609
    	Cash	NAP	0
    	0
    	NAP	NAP	1,000,000
    	164,042
    	0
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 	 	 	 	 	 
	4	AREF	Riverworks	68,721
    	Cash	NAP	22,647
    	0
    	Cash	NAP	0
    	2,518
    	0
	5	AREF	1000
    Windward Concourse	30,578
    	Cash	NAP	12,732
    	2,546
    	Cash	NAP	0
    	4,400
    	0
	6	WFB	Starwood
    Hotel Portfolio	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	330,760
    	0
    
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	2,883
    	0
	8	Barclays	Christiana
    Mall	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	9	BSP	Bella
    at Norcross	27,856
    	Cash	NAP	58,772
    	7,347
    	Cash	NAP	0
    	6,625
    	0
    
	10	Basis
    	1600
    Terrell Mill Road	31,160
    	Cash	NAP	23,371
    	2,921
    	Cash	NAP	0	4,195
    	0
    
	11	Basis
    	Memphis
    Industrial Portfolio	41,998
    	Cash	NAP	87,077
    	7,916
    	Cash	NAP	0
    	7,799
    	0
    
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	417,173
    
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Monthly
    Tax Escrow ($)	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    Reserve Cap ($)
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	28,749
    	Cash	NAP	53,164
    	3,544
    	Cash	NAP	0
    	5,058
    	0
    
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	40,079
    	Cash	NAP	0
    	4,038
    	Cash	NAP	0
    	3,906
    	0
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 	 	 	 	 	 
	15	Basis
    	35
    Claver Place	6,095
    	Cash	NAP	4,936
    	2,468
    	Cash	NAP	0
    	917
    	0
    
	16	WFB	Aventura
    Mall	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	487,003
    
	17	Basis
    	H
    Inc. Multifamily Portfolio	12,346
    	Cash	NAP	4,833
    	1,611
    	Cash	NAP	0
    	2,917
    	0
    
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	12,163
    	Cash	NAP	28,715
    	9,572
    	Cash	NAP	0
    	7,167
    	0
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	0
    	NAP	NAP	141,290
    	19,167
    	Cash	NAP	500,000
    	22,946
    	0
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	81,502
    	Cash	NAP	0
    	28,642
    	Cash	NAP	0
    	104,329
    	3,755,852
    
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	27,577
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	22	AREF	Hampton
    Inn & Suites - Vineland	18,649
    	Cash	NAP	4,839
    	0
    	Cash	NAP	0
    	15,709
    	0
	23	AREF	The
    Tannery	5,273
    	Cash	NAP	0
    	0
    	NAP	NAP	762,085
    	1,089
    	0
	24	WFB	Vernon
    Industrial 	16,035
    	Cash	NAP	0
    	0
    	NAP	NAP	168,000
    	1,228
    	197,460
    
	25	Barclays	Liberty
    Portfolio	44,594
    	Cash	NAP	18,366
    	9,183
    	Cash	NAP	0
    	13,429
    	0
    
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 	 	 	 	 	 
	26	BSP	Argenta
    Flats	22,265
    	Cash	NAP	25,464
    	3,638
    	Cash	NAP	3,333
    	3,333
    	0
    
	27	AREF	Century
    Town Center	17,796
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	1,659
    	0
	28	WFB	Home2
    Suites - Franklin Cool Springs	14,580
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	12,252
    	0
    
	29	AREF	Kennedy
    Road Marketplace	19,221
    	Cash	NAP	12,723
    	1,060
    	Cash	NAP	0
    	1,078
    	0
	30	Barclays	1400
    Flat Gap Road	18,078
    	Cash	NAP	38,687
    	4,886
    	Cash	NAP	0
    	4,050
    	0
    
	31	Barclays	Fair
    Oaks Mall	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	32	AREF	Norriton
    Medical Center	19,829
    	Cash	NAP	6,056
    	1,514
    	Cash	NAP	0
    	0
    	0
	33	Basis
    	Hampton
    Inn & Suites McKinney	13,185
    	Cash	NAP	6,627
    	3,313
    	Cash	NAP	0
    	8,709
    	0
    
	34	AREF	Kaden
    Tower	8,781
    	Cash	NAP	18,138
    	1,512
    	Cash	NAP	0
    	1,703
    	0
	35	WFB	Buellton
    Self Storage	7,390
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	999
    	23,976
    
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	12,363
    	Cash	NAP	9,532
    	1,906
    	Cash	NAP	0
    	8,875
    	0
    
	37	AREF	Heartland
    Village Apartments	20,890
    	Cash	NAP	8,605
    	4,302
    	Cash	NAP	0
    	3,954
    	0
	38	WFB	CLC
    Self Storage Portfolio	12,469
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	1,748
    	0
    
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 	 	 	 	 	 
	39	WFB	33
    Dart Road	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	40	WFB	Condor
    Self Storage of Ojai	7,524
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	753
    	18,072
    
	41	AREF	225
    Carolina 	7,502
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	338
    	0
	42	Barclays	Fairmont
    Crossing	14,766
    	Cash	NAP	6,098
    	3,049
    	Cash	NAP	0
    	364
    	0
    
	43	WFB	Infinite
    Self Storage	13,392
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	803
    	0
    
	44	AREF	Willow
    Ridge	1,999
    	Cash	NAP	50,042
    	3,574
    	Cash	NAP	0
    	4,396
    	211,000
    
	45	WFB	New
    London Square	7,808
    	Cash	NAP	1,619
    	1,619
    	Cash	NAP	0
    	1,858
    	0
    
	46	BSP	Walgreens
    - Georgetown, TX	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	47	WFB	Paso
    Robles Self Storage	5,057
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	1,197
    	28,728
    
	48	WFB	Cartwright
    Pointe Plaza	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	49	WFB	Safeway
    - Port Angeles	0
    	NAP	NAP	0
    	0
    	NAP	NAP	0
    	0
    	0
    
	50	WFB	2011
    & 2015 Abrams Road	5,461
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	139
    	10,000
    
	51	Basis
    	Heron
    Lakes Apartments	2,921
    	Cash	NAP	7,198
    	1,800
    	Cash	NAP	0
    	1,409
    	0
    
	52	WFB	Rochester
    Square Shopping Center	3,878
    	Cash	NAP	0
    	0
    	NAP	NAP	0
    	238
    	0
    


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Replacement
    Reserve Escrow - Cash or LoC	Replacement
    Reserve Escrow - LoC Counterparty	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)	Debt
    Service Escrow (Monthly) ($)	Debt
    Service Escrow - Cash or LoC
	1	Barclays	Miami
    Industrial Portfolio	Cash	NAP	300,000
    	31,067
    	300,000
    	Cash	NAP	0
    	0
    	NAP
	2.00	AREF	Sheraton
    Grand Nashville Downtown	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 	 	 	 	 	 
	4	AREF	Riverworks	Cash	NAP	2,000,000
    	0
    	0
    	LOC	Bank
    of America	0
    	0
    	NAP
	5	AREF	1000
    Windward Concourse	Cash	NAP	0
    	20,952
    	251,425
    	Cash	NAP	0
    	0
    	NAP
	6	WFB	Starwood
    Hotel Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	8	Barclays	Christiana
    Mall	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	9	BSP	Bella
    at Norcross	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	10	Basis
    	1600
    Terrell Mill Road	Cash	NAP	1,529,160
    	25,417
    	0
    	Cash	NAP	0
    	0
    	NAP
	11	Basis
    	Memphis
    Industrial Portfolio	Cash	NAP	250,000
    	32,653
    	1,500,000
    	Cash	NAP	0
    	0
    	NAP
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 	 	 	 	 	 





 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Replacement
    Reserve Escrow - Cash or LoC	Replacement
    Reserve Escrow - LoC Counterparty	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)	Debt
    Service Escrow (Monthly) ($)	Debt
    Service Escrow - Cash or LoC
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	Cash	NAP	350,000
    	10,788
    	0
    	Cash	NAP	0
    	0
    	NAP
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	Cash	NAP	250,000
    	7,812
    	0
    	Cash	NAP	0
    	0
    	NAP
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 	 	 	 	 	 
	15	Basis
    	35
    Claver Place	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	16	WFB	Aventura
    Mall	NAP	NAP	0
    	0
    	6,087,540
    	NAP	NAP	0
    	0
    	NAP
	17	Basis
    	H
    Inc. Multifamily Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	22	AREF	Hampton
    Inn & Suites - Vineland	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	23	AREF	The
    Tannery	Cash	NAP	1,073,293
    	5,446
    	0
    	Cash	NAP	0
    	0
    	NAP
	24	WFB	Vernon
    Industrial 	Cash	NAP	0
    	6,138
    	147,300
    	Cash	NAP	0
    	0
    	NAP
	25	Barclays	Liberty
    Portfolio	Cash	NAP	1,161,769
    	0
    	0
    	Cash	NAP	0
    	0
    	NAP
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 	 	 	 	 	 
	26	BSP	Argenta
    Flats	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	27	AREF	Century
    Town Center	Cash	NAP	0
    	8,296
    	0
    	Cash	NAP	0
    	0
    	NAP
	28	WFB	Home2
    Suites - Franklin Cool Springs	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	29	AREF	Kennedy
    Road Marketplace	Cash	NAP	325,000
    	2,696
    	0
    	Cash	NAP	0
    	0
    	NAP
	30	Barclays	1400
    Flat Gap Road	Cash	NAP	0
    	6,075
    	250,000
    	Cash	NAP	0
    	0
    	NAP
	31	Barclays	Fair
    Oaks Mall	NAP	NAP	3,954,170
    	0
    	0
    	Cash	NAP	0
    	0
    	NAP
	32	AREF	Norriton
    Medical Center	NAP	NAP	350,000
    	6,184
    	0
    	Cash	NAP	0
    	0
    	NAP
	33	Basis
    	Hampton
    Inn & Suites McKinney	Cash	NAP	0	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	34	AREF	Kaden
    Tower	Cash	NAP	150,000
    	7,236
    	500,000
    	Cash	NAP	0
    	0
    	NAP
	35	WFB	Buellton
    Self Storage	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	Cash	NAP	0	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	37	AREF	Heartland
    Village Apartments	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	38	WFB	CLC
    Self Storage Portfolio	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 	 	 	 	 	 
	39	WFB	33
    Dart Road	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	40	WFB	Condor
    Self Storage of Ojai	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	41	AREF	225
    Carolina 	Cash	NAP	0
    	3,376
    	0
    	Cash	NAP	0
    	0
    	NAP
	42	Barclays	Fairmont
    Crossing	Cash	NAP	0
    	2,426
    	145,570
    	Cash	NAP	0
    	0
    	NAP
	43	WFB	Infinite
    Self Storage	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	44	AREF	Willow
    Ridge	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	45	WFB	New
    London Square	Cash	NAP	160,000
    	3,334
    	160,000
    	Cash	NAP	0
    	0
    	NAP
	46	BSP	Walgreens
    - Georgetown, TX	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	47	WFB	Paso
    Robles Self Storage	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	48	WFB	Cartwright
    Pointe Plaza	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	49	WFB	Safeway
    - Port Angeles	NAP	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	50	WFB	2011
    & 2015 Abrams Road	Cash	NAP	0
    	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	51	Basis
    	Heron
    Lakes Apartments	Cash	NAP	0	0
    	0
    	NAP	NAP	0
    	0
    	NAP
	52	WFB	Rochester
    Square Shopping Center	Cash	NAP	0
    	1,042
    	40,000
    	Cash	NAP	0
    	0
    	NAP


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow I Cap ($)
	1	Barclays	Miami
    Industrial Portfolio	NAP	Outstanding
    TI/LC Reserve	97,587
    	0
    	0
    
	2.00	AREF	Sheraton
    Grand Nashville Downtown	NAP	NAP	0
    	0
    	0
    
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	NAP	NAP	0
    	0
    	0
    
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 
	4	AREF	Riverworks	NAP	Free
    Rent Reserve	584,518
    	0
    	0
    
	5	AREF	1000
    Windward Concourse	NAP	Travelers
    Rollover	0
    	16,563
    	0
    
	6	WFB	Starwood
    Hotel Portfolio	NAP	PIP
    Reserve	5,408,895
    	0
    	0
    
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	NAP	NAP	0
    	0
    	0
    
	8	Barclays	Christiana
    Mall	NAP	Outstanding
    TI/LC Reserve	1,804,093
    	0
    	0
    
	9	BSP	Bella
    at Norcross	NAP	NAP	0
    	0
    	0
    
	10	Basis
    	1600
    Terrell Mill Road	NAP	Anchor
    Tenant Rollover Reserve	0
    	0
    	4,000,000
    with respect to Quintiles; 3,300,000 with respect to First Data
	11	Basis
    	Memphis
    Industrial Portfolio	NAP	NAP	0
    	0
    	0
    
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	NAP	NAP	0
    	0
    	0
    
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow I Cap ($)
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	NAP	NAP	0
    	0
    	0
    
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	NAP	Excess
    Flood Insurance Reserve	50,000
    	0
    	0
    
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 
	15	Basis
    	35
    Claver Place	NAP	Real
    Estate Tax Abatement Escrow	315,000
    	0
    	0
    
	16	WFB	Aventura
    Mall	NAP	Outstanding
    Rollover Reserve	19,392,145
    	0
    	0
    
	17	Basis
    	H
    Inc. Multifamily Portfolio	NAP	Insolvency
    Opinion Reserve	10,000
    	0
    	0
    
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	NAP	NAP	0
    	0
    	0
    
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	NAP	NAP	0
    	0
    	0
    
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	NAP	HGI
    PIP Reserve	741,954
    	0
    	0
    
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	NAP	Outstanding
    TI/LC Reserve	1,054,027
    	0
    	0
    
	22	AREF	Hampton
    Inn & Suites - Vineland	NAP	PIP
    Reserve	0
    	0
    	0
    
	23	AREF	The
    Tannery	NAP	Forward
    Rent Reserve	195,987
    	0
    	0
    
	24	WFB	Vernon
    Industrial 	NAP	NAP	0
    	0
    	0
    
	25	Barclays	Liberty
    Portfolio	NAP	Free
    Rent Reserve	109,603
    	0
    	0
    
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 
	26	BSP	Argenta
    Flats	NAP	NAP	0
    	0
    	0
    
	27	AREF	Century
    Town Center	NAP	Outstanding
    TI/LC Reserve	330,660
    	0
    	0
    
	28	WFB	Home2
    Suites - Franklin Cool Springs	NAP	NAP	0
    	0
    	0
    
	29	AREF	Kennedy
    Road Marketplace	NAP	NAP	0
    	0
    	0
    
	30	Barclays	1400
    Flat Gap Road	NAP	Outstanding
    TI/LC Reserve	200,000
    	0
    	0
    
	31	Barclays	Fair
    Oaks Mall	NAP	Gap
    Rent Reserve	1,183,388
    	0
    	0
    
	32	AREF	Norriton
    Medical Center	NAP	NAP	0
    	0
    	0
    
	33	Basis
    	Hampton
    Inn & Suites McKinney	NAP	PIP
    Reserve	15,000
    	0
    	0
    
	34	AREF	Kaden
    Tower	NAP	NAP	0
    	0
    	0
    
	35	WFB	Buellton
    Self Storage	NAP	NAP	0
    	0
    	0
    
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	NAP	PIP
    Reserve	161,450
    	0
    	0
    
	37	AREF	Heartland
    Village Apartments	NAP	NAP	0
    	0
    	0
    
	38	WFB	CLC
    Self Storage Portfolio	NAP	NAP	0
    	0
    	0
    
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 
	39	WFB	33
    Dart Road	NAP	NAP	0
    	0
    	0
    
	40	WFB	Condor
    Self Storage of Ojai	NAP	NAP	0
    	0
    	0
    
	41	AREF	225
    Carolina 	NAP	NAP	0
    	0
    	0
    
	42	Barclays	Fairmont
    Crossing	NAP	NAP	0
    	0
    	0
    
	43	WFB	Infinite
    Self Storage	NAP	NAP	0
    	0
    	0
    
	44	AREF	Willow
    Ridge	NAP	NAP	0
    	0
    	0
    
	45	WFB	New
    London Square	NAP	Springing
    Marietta Antique Mall Reserve	0
    	0
    	0
    
	46	BSP	Walgreens
    - Georgetown, TX	NAP	NAP	0
    	0
    	0
    
	47	WFB	Paso
    Robles Self Storage	NAP	NAP	0
    	0
    	0
    
	48	WFB	Cartwright
    Pointe Plaza	NAP	Springing
    Ross Dress for Less - dd’s Discount Reserve	0
    	0
    	190,000
    
	49	WFB	Safeway
    - Port Angeles	NAP	NAP	0
    	0
    	0
    
	50	WFB	2011
    & 2015 Abrams Road	NAP	Outstanding
    TI Reserve	51,764
    	0
    	0
    
	51	Basis
    	Heron
    Lakes Apartments	NAP	NAP	0
    	0
    	0
    
	52	WFB	Rochester
    Square Shopping Center	NAP	NAP	0
    	0
    	0
    


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow I Escrow - Cash or LoC	Other  Escrow
    I - LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)
	1	Barclays	Miami
    Industrial Portfolio	Cash	NAP	NAP	0
    	0
    	0
    
	2.00	AREF	Sheraton
    Grand Nashville Downtown	NAP	NAP	NAP	0
    	0
    	0
    
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	NAP	NAP	NAP	0
    	0
    	0
    
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 	 
	4	AREF	Riverworks	Cash	NAP	Outstanding
    TI Reserve	308,530
    	0
    	0
    
	5	AREF	1000
    Windward Concourse	Cash	NAP	NAP	0
    	0
    	0
    
	6	WFB	Starwood
    Hotel Portfolio	Cash	NAP	NAP	0
    	0
    	0
    
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	NAP	NAP	NAP	0
    	0
    	0
    
	8	Barclays	Christiana
    Mall	Cash	NAP	NAP	0
    	0
    	0
    
	9	BSP	Bella
    at Norcross	NAP	NAP	NAP	0
    	0
    	0
    
	10	Basis
    	1600
    Terrell Mill Road	NAP	NAP	First
    Data Rent Abatement Reserve	178,557
    	0	0
    
	11	Basis
    	Memphis
    Industrial Portfolio	NAP	NAP	NAP	0
    	0	0
    
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	NAP	NAP	NAP	0
    	0
    	0
    
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow I Escrow - Cash or LoC	Other  Escrow
    I - LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	NAP	NAP	NAP	0
    	0
    	0
    
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	Cash	NAP	NAP	0
    	0
    	0
    
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 	 
	15	Basis
    	35
    Claver Place	Cash	NAP	NAP	0
    	0
    	0
    
	16	WFB	Aventura
    Mall	Cash	NAP	Free
    Rent/Gap Reserve	6,776,765
    	0
    	0
    
	17	Basis
    	H
    Inc. Multifamily Portfolio	Cash	NAP	NAP	0
    	0
    	0
    
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	NAP	NAP	NAP	0
    	0
    	0
    
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	NAP	NAP	NAP	0
    	0
    	0
    
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	Cash	NAP	Parking
    and Retail Lease Reserve	0
    	0
    	0
    
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	Cash	NAP	Outstanding
    Free Rent Reserve	361,170
    	0
    	0
    
	22	AREF	Hampton
    Inn & Suites - Vineland	NAP	NAP	NAP	0
    	0
    	0
    
	23	AREF	The
    Tannery	Cash	NAP	Free
    Rent Reserve	135,313
    	0
    	0
    
	24	WFB	Vernon
    Industrial 	NAP	NAP	NAP	0
    	0
    	0
    
	25	Barclays	Liberty
    Portfolio	Cash	NAP	Ground
    Rent Reserve	77,257
    	77,257
    	0
    
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 	 
	26	BSP	Argenta
    Flats	NAP	NAP	NAP	0
    	0
    	0
    
	27	AREF	Century
    Town Center	Cash	NAP	NAP	0
    	0
    	0
    
	28	WFB	Home2
    Suites - Franklin Cool Springs	NAP	NAP	NAP	0
    	0
    	0
    
	29	AREF	Kennedy
    Road Marketplace	NAP	NAP	NAP	0
    	0
    	0
    
	30	Barclays	1400
    Flat Gap Road	Cash	NAP	NAP	0
    	0
    	0
    
	31	Barclays	Fair
    Oaks Mall	Cash	NAP	Owned
    Anchor Reserve (Springing); Owned Anchor Termination Reserve (Springing)	0
    	0
    	0
    
	32	AREF	Norriton
    Medical Center	NAP	NAP	NAP	0
    	0
    	0
    
	33	Basis
    	Hampton
    Inn & Suites McKinney	Cash	NAP	NAP	0
    	0
    	0
    
	34	AREF	Kaden
    Tower	NAP	NAP	NAP	0
    	0
    	0
    
	35	WFB	Buellton
    Self Storage	NAP	NAP	NAP	0
    	0
    	0
    
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	Cash	NAP	NAP	0
    	0
    	0
    
	37	AREF	Heartland
    Village Apartments	NAP	NAP	NAP	0
    	0
    	0
    
	38	WFB	CLC
    Self Storage Portfolio	NAP	NAP	NAP	0
    	0
    	0
    
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 	 
	39	WFB	33
    Dart Road	NAP	NAP	NAP	0
    	0
    	0
    
	40	WFB	Condor
    Self Storage of Ojai	NAP	NAP	NAP	0
    	0
    	0
    
	41	AREF	225
    Carolina 	NAP	NAP	NAP	0
    	0
    	0
    
	42	Barclays	Fairmont
    Crossing	NAP	NAP	NAP	0
    	0
    	0
    
	43	WFB	Infinite
    Self Storage	NAP	NAP	NAP	0
    	0
    	0
    
	44	AREF	Willow
    Ridge	NAP	NAP	NAP	0
    	0
    	0
    
	45	WFB	New
    London Square	NAP	NAP	Unit
    1437 Reserve	130,000
    	0
    	0
    
	46	BSP	Walgreens
    - Georgetown, TX	NAP	NAP	NAP	0
    	0
    	0
    
	47	WFB	Paso
    Robles Self Storage	NAP	NAP	NAP	0
    	0
    	0
    
	48	WFB	Cartwright
    Pointe Plaza	NAP	NAP	NAP	0
    	0
    	0
    
	49	WFB	Safeway
    - Port Angeles	NAP	NAP	NAP	0
    	0
    	0
    
	50	WFB	2011
    & 2015 Abrams Road	Cash	NAP	NAP	0
    	0
    	0
    
	51	Basis
    	Heron
    Lakes Apartments	NAP	NAP	NAP	0
    	0
    	0
    
	52	WFB	Rochester
    Square Shopping Center	NAP	NAP	NAP	0
    	0
    	0
    


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox
	1	Barclays	Miami
    Industrial Portfolio	NAP	NAP	NAP	N	 	Springing
	2.00	AREF	Sheraton
    Grand Nashville Downtown	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	NAP	NAP	NAP	N	 	Springing
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 	 	 	 
	4	AREF	Riverworks	Cash	NAP	5,629,000
    	N	 	Hard/Springing
    Cash Management
	5	AREF	1000
    Windward Concourse	NAP	NAP	NAP	N	 	Springing
	6	WFB	Starwood
    Hotel Portfolio	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 	 	 	 
	7	AREF	Franklin
    Towne Center	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	8	Barclays	Christiana
    Mall	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	9	BSP	Bella
    at Norcross	NAP	NAP	NAP	N	 	None
	10	Basis
    	1600
    Terrell Mill Road	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	11	Basis
    	Memphis
    Industrial Portfolio	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	11.01	Basis
    	Wolf
    Lake	 	 	 	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management
	12.01	BSP	14901
    FAA Boulevard	 	 	 	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox
	12.08	BSP	444
    Toyama Drive	 	 	 	 	 	 
	13	BSP	California
    Mixed Use Portfolio	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management 
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	NAP	NAP	NAP	N	 	Soft/Upfront
    Cash Management
	14.01	AREF	Delaware
    Commerce Park	 	 	 	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 	 	 	 
	15	Basis
    	35
    Claver Place	NAP	NAP	NAP	N	 	Springing
	16	WFB	Aventura
    Mall	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	17	Basis
    	H
    Inc. Multifamily Portfolio	NAP	NAP	NAP	N	 	Springing
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	NAP	NAP	750,000
    	N	 	Soft/Springing
    Cash Management
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	NAP	NAP	NAP	N	 	Springing
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 	 	 	 
	21	Barclays	Home
    Depot Technology Center	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	22	AREF	Hampton
    Inn & Suites - Vineland	NAP	NAP	NAP	N	 	Springing
	23	AREF	The
    Tannery	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	24	WFB	Vernon
    Industrial 	NAP	NAP	NAP	N	 	Springing
	25	Barclays	Liberty
    Portfolio	Cash	NAP	NAP	N	 	Hard/Springing
    Cash Management
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 	 	 	 
	26	BSP	Argenta
    Flats	NAP	NAP	NAP	N	 	Soft/Upfront
    Cash Management
	27	AREF	Century
    Town Center	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	28	WFB	Home2
    Suites - Franklin Cool Springs	NAP	NAP	NAP	N	 	Springing
	29	AREF	Kennedy
    Road Marketplace	NAP	NAP	1,600,000
    	N	 	Springing
	30	Barclays	1400
    Flat Gap Road	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	31	Barclays	Fair
    Oaks Mall	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	32	AREF	Norriton
    Medical Center	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	33	Basis
    	Hampton
    Inn & Suites McKinney	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	34	AREF	Kaden
    Tower	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	35	WFB	Buellton
    Self Storage	NAP	NAP	NAP	N	 	None
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	NAP	NAP	NAP	N	 	Springing
	37	AREF	Heartland
    Village Apartments	NAP	NAP	NAP	N	 	Soft/Springing
    Cash Management
	38	WFB	CLC
    Self Storage Portfolio	NAP	NAP	NAP	N	 	None
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 	 	 	 
	39	WFB	33
    Dart Road	NAP	NAP	NAP	N	 	Springing
	40	WFB	Condor
    Self Storage of Ojai	NAP	NAP	NAP	N	 	None
	41	AREF	225
    Carolina 	NAP	NAP	NAP	N	 	Hard/Springing
    Cash Management
	42	Barclays	Fairmont
    Crossing	NAP	NAP	NAP	N	 	Springing
	43	WFB	Infinite
    Self Storage	NAP	NAP	NAP	N	 	None
	44	AREF	Willow
    Ridge	NAP	NAP	NAP	N	 	Springing
	45	WFB	New
    London Square	Cash	NAP	NAP	N	 	None
	46	BSP	Walgreens
    - Georgetown, TX	NAP	NAP	NAP	N	 	Springing
	47	WFB	Paso
    Robles Self Storage	NAP	NAP	NAP	N	 	None
	48	WFB	Cartwright
    Pointe Plaza	NAP	NAP	NAP	N	 	Springing
	49	WFB	Safeway
    - Port Angeles	NAP	NAP	NAP	N	 	Springing
	50	WFB	2011
    & 2015 Abrams Road	NAP	NAP	NAP	N	 	Springing
	51	Basis
    	Heron
    Lakes Apartments	NAP	NAP	NAP	N	 	Springing
	52	WFB	Rochester
    Square Shopping Center	NAP	NAP	NAP	N	 	None


 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Borrower
    Name	Sponsor
    Name	Servicing
    

    Fee Rate
	1	Barclays	Miami
    Industrial Portfolio	Miami
    Airport Industrial Equities LLC; Maiden Miami Airport Industrial Equities LLC; Smithridge Miami Airport Industrial Equities
    LLC; WEEG II Miami Airport Industrial Equities LLC; CH Miami Airport Industrial Equities LLC; Miami Airport Exchange Equities
    LLC	Francis
    Greenburger	0.00500%
	2.00	AREF	Sheraton
    Grand Nashville Downtown	Nashville
    Hospitality, LLC	JRK-Holdings,
    Limited Partnership; James M. Lippman	0.00500%
	3.00	WFB	Walgreens
    - Ginsberg Portfolio	MLG
    Alexandria LLC; MLG Atlanta LLC; MLG Burlington LLC; MLG Holding 160 East Central Street LLC; MLG Chester LLC; MLG Laredo
    LLC	Morton
    Ginsberg	0.00500%
	3.01	WFB	Walgreens
    - Alexandria, VA	 	 	 
	3.02	WFB	Walgreens
    - Atlanta, GA	 	 	 
	3.03	WFB	Walgreens
    - Burlington, NC	 	 	 
	3.04	WFB	Walgreens
    - Franklin, MA	 	 	 
	3.05	WFB	Walgreens
    - Chester, MD	 	 	 
	3.06	WFB	Walgreens
    - Laredo, TX	 	 	 
	4	AREF	Riverworks	GRE
    Riverworks, LLC	GEM
    Realty Evergreen Fund, L.P.; GEM Realty Evergreen Fund PF-NM, L.P.	0.00500%
	5	AREF	1000
    Windward Concourse	Windward
    Acquisition Delaware, LLC	Sebastian
    Barbagallo	0.00500%
	6	WFB	Starwood
    Hotel Portfolio	Hotel
    St. Louis Natural Bridge, L.P.; Hotel Des Moines, L.P.; Hotel St. Louis Jefferson, L.P.; Hotel West Palm Beach, L.P. ; Hotel
    Gulfport, L.P.; Hotel Atlanta, L.P.; Hotel Vernon Hills, L.P.; Hotel Burr Ridge, L.P.; Hotel Green Bay, L.P.; Hotel Elmhurst,
    L.P.; Hotel Wichita Bradley Fair, L.P.; Hotel Norman, L.P.; Hotel Scranton II, L.P.; Hotel Salisbury Troopers, L.P.; Hotel
    Maryland Heights, L.P.; Hotel Rocky Mount II, L.P.; Hotel Wichita Greenwich I, L.P.; Hotel Salisbury Centre, L.P.; Hotel Rocky
    Mount I, L.P.; Hotel Wichita Greenwich III, L.P.; Hotel Wichita Greenwich II, L.P.; 

    Hotel OKC, L.P.	SCG
    Hotel Investors Holdings L.P.	0.00250%
	6.01	WFB	Renaissance
    St. Louis Airport Hotel	 	 	 
	6.02	WFB	Renaissance
    Des Moines Savery Hotel	 	 	 
	6.03	WFB	Residence
    Inn St. Louis Downtown	 	 	 
	6.04	WFB	Doubletree
    Hotel West Palm Beach Airport	 	 	 
	6.05	WFB	Courtyard
    Gulfport Beachfront	 	 	 
	6.06	WFB	Fairfield
    Inn Atlanta Downtown	 	 	 
	6.07	WFB	Hotel
    Indigo Chicago Vernon Hills	 	 	 
	6.08	WFB	Springhill
    Suites Chicago Southwest at Burr Ridge Hinsdale	 	 	 
	6.09	WFB	Holiday
    Inn & Suites Green Bay Stadium	 	 	 
	6.10	WFB	Springhill
    Suites Chicago Elmhurst Oakbrook Area	 	 	 
	6.11	WFB	Hilton
    Garden Inn Wichita	 	 	 
	6.12	WFB	Courtyard
    Norman	 	 	 
	6.13	WFB	Springhill
    Suites Scranton Wilkes Barre	 	 	 
	6.14	WFB	Courtyard
    Salisbury	 	 	 
	6.15	WFB	Homewood
    Suites St. Louis Riverport Airport West	 	 	 
	6.16	WFB	Residence
    Inn Rocky Mount	 	 	 
	6.17	WFB	Hampton
    Inn and Suites Wichita Northeast	 	 	 
	6.18	WFB	Residence
    Inn Salisbury	 	 	 
	6.19	WFB	Courtyard
    Rocky Mount	 	 	 
	6.20	WFB	Springhill
    Suites Wichita East at Plazzio	 	 	 
	6.21	WFB	Residence
    Inn Wichita East at Plazzio	 	 	 
	6.22	WFB	Hampton
    Inn Oklahoma City Northwest	 	 	 
	7	AREF	Franklin
    Towne Center	Franklin
    Norse, LLC	Michael
    Levine; Uri Moche	0.00500%
	8	Barclays	Christiana
    Mall	Christiana
    Mall LLC	GGP
    Inc.; PPF Retail, LLC	0.00250%
	9	BSP	Bella
    at Norcross	Bella
    SPE 2017, LLC	Gideon
    D. Levy	0.00500%
	10	Basis
    	1600
    Terrell Mill Road	Terrell
    Mill LLC	Asher
    Roshanzamir	0.00500%
	11	Basis
    	Memphis
    Industrial Portfolio	Wolf
    Lake Holdings, LLC; Stage Hills Holdings, LLC  	D.
    Curtis Wegener	0.00500%
	11.01	Basis
    	Wolf
    Lake	 	 	 
	11.02	Basis
    	Stage
    Hills	 	 	 
	12	BSP	Prudential
    - Digital Realty Portfolio	Digital-PR
    FAA, LLC; Digital-PR Beaumeade Circle, LLC; Digital-PR Devin Shafron E, LLC; Digital-PR Toyama, LLC; Digital-PR Old Ironsides
    1, LLC; Digital-PR Old Ironsides 2, LLC; BNY-Somerset NJ, LLC; Digital-PR Mason King Court, LLC	Digital
    Realty Trust, L.P.	0.00250%
	12.01	BSP	14901
    FAA Boulevard	 	 	 
	12.02	BSP	4650
    Old Ironsides Drive	 	 	 
	12.03	BSP	43790
    Devin Shafron Drive	 	 	 
	12.04	BSP	636
    Pierce Street	 	 	 
	12.05	BSP	21551
    Beaumeade Circle	 	 	 
	12.06	BSP	7505
    Mason King Court	 	 	 
	12.07	BSP	4700
    Old Ironsides Drive	 	 	 


 




     


     


    

 

Wells
Fargo Commercial Mortgage Trust 2018-C48

MORTGAGE LOAN SCHEDULE

 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Borrower
    Name	Sponsor
    Name	Servicing
    

    Fee Rate
	12.08	BSP	444
    Toyama Drive	 	 	 
	13	BSP	California
    Mixed Use Portfolio	Absolute
    Storage Thousand Palms Varner Road LP; Perris Citrus Avenue Storage LP	DT
    GRAT LM, LLC	0.00500%
	13.01	BSP	Daytona
    RV & Boat Storage	 	 	 
	13.02	BSP	Daytona
    Business Park	 	 	 
	13.03	BSP	Absolute
    Self Storage	 	 	 
	14	AREF	Danbury
    Commerce Portfolio	Delaware
    Commerce Park, LLC; MME Danbury, LLC	Melvyn
    J. Powers; Mary P. Powers	0.03250%
	14.01	AREF	Delaware
    Commerce Park	 	 	 
	14.02	AREF	34
    Executive Drive	 	 	 
	15	Basis
    	35
    Claver Place	Claver
    NY LLC	Joseph
    Banda; Perl Weisz	0.00500%
	16	WFB	Aventura
    Mall	Aventura
    Mall Venture	Simon
    Property Group, L.P.; Jacquelyn Soffer; Jeffrey Soffer	0.00250%
	17	Basis
    	H
    Inc. Multifamily Portfolio	Angavine
    Holding, LLC; Motor Wheel Lofts Holding, LLC	Harry
    H. Hepler	0.00500%
	17.01	Basis
    	Motor
    Wheel Lofts	 	 	 
	17.02	Basis
    	JI
    Case Lofts	 	 	 
	18	AREF	Waterford
    Tulsa Apartments	Waterford’s
    Best Living, LLC	C.N.
    David Reischer; Marc Kulick	0.00500%
	19	AREF	Lakeside
    Pointe & Fox Club Apartments	Fox
    Lake AHF, Inc.	JPC
    Charities; Oron Zarum	0.00500%
	19.01	AREF	Lakeside
    Pointe at Nora	 	 	 
	19.02	AREF	Fox
    Club Apartments	 	 	 
	20	Barclays	Virginia
    Beach Hotel Portfolio	3001
    Atlantic, LLC; 3315 Atlantic, LLC	Neil
    P. Amin; Jay B. Shah	0.00250%
	20.01	Barclays	Hilton
    Virginia Beach Oceanfront	 	 	 
	20.02	Barclays	Hilton
    Garden Inn Virginia Beach Oceanfront	 	 	 
	21	Barclays	Home
    Depot Technology Center	MTC
    Atlanta Owner, LLC	SSP
    Newmarket, LLC; SM Newmarket Manager, LLC; Centerlane MTC Atlanta, LLC	0.00250%
	22	AREF	Hampton
    Inn & Suites - Vineland	Roth
    2134 Realty LLC; H4 Vineland, LLC	Ed
    Roth; Henry Roth	0.04250%
	23	AREF	The
    Tannery	ML7
    Yardley Partners, LP	Jeffrey
    Siegel	0.00500%
	24	WFB	Vernon
    Industrial 	Vernon
    Bandini Partnership	Mehrdad
    Moghavem; The Hutton Trust Dated October 14, 2003; Niloofar Moghavem; Charles Rahban; The Charles and Natasha Rahban Living
    Trust Dated June 27, 1997; Natasha Rahban	0.00500%
	25	Barclays	Liberty
    Portfolio	RS
    Phoenix Portfolio LLC	Bruce
    Karsh	0.00250%
	25.01	Barclays	Liberty
    Center at Rio Salado	 	 	 
	25.02	Barclays	8501
    East Raintree Drive	 	 	 
	26	BSP	Argenta
    Flats	Argenta
    Flats DEN, LLC	Nathan
    Salter; J. Brent Salter; Harold Tenenbaum; Jack Grundfest; Joshua Shemper	0.00500%
	27	AREF	Century
    Town Center	417
    Callowhill of DE LLC; Penshurst Realty of DE LLC; 428 North Second Street 

    of DE LLC; Two Green of DE LLC	Abraham
    Avi Nechemia; Ehud Nahum	0.00500%
	28	WFB	Home2
    Suites - Franklin Cool Springs	Vision
    Nashville Cool Springs II, LLC	Mitul
    I. Patel	0.00500%
	29	AREF	Kennedy
    Road Marketplace	CT
    Kennedy Marketplace, LLC,	JBL
    Asset Management	0.00500%
	30	Barclays	1400
    Flat Gap Road	287
    Partnership TN LLC	Eliahou
    S. Zami; Kenneth N. Cohen	0.00500%
	31	Barclays	Fair
    Oaks Mall	Fairfax
    Company of Virginia L.L.C.	The
    Taubman Realty Group Limited Partnership; Morton Olshan	0.00250%
	32	AREF	Norriton
    Medical Center	Norriton
    Holdings, LLC	Shlomo
    Tajerstein	0.00500%
	33	Basis
    	Hampton
    Inn & Suites McKinney	NYSA
    Hotels LLC	Dr.
    Akash Patel; Bhavin Patel; Pramod Patel; Chintan Patel	0.00500%
	34	AREF	Kaden
    Tower	Kaden
    Tower Building Owner, LLC	Dennis
    Udwin; Charles Stein	0.00500%
	35	WFB	Buellton
    Self Storage	Buellton
    Self-Storage, L.P.	William
    B. Kendall; Kendall 2000 Family Trust; Richard Ortale	0.00500%
	36	Basis
    	Hampton
    Inn & Suites - Sterling Heights	Steller
    Hospitality Sterling, LLC	Malik
    Abdulnoor; Jimmy R. Asmar	0.00500%
	37	AREF	Heartland
    Village Apartments	Rise
    Opportunities I, LLC	Gopal
    Damodarasamy Sadagopal; Ryan Schmidt; Jacob Lipp	0.07500%
	38	WFB	CLC
    Self Storage Portfolio	CSGBSH
    Lovelandco I, LLC; CSGBSH OKC I, LLC; CSGBSH OKC II, LLC	Lawrence
    Kaplan; George Thacker, III; Richard Schontz	0.00500%
	38.01	WFB	Kangaroo
    II Self-Storage	 	 	 
	38.02	WFB	Apublix
    Self Storage - Sooner Road	 	 	 
	38.03	WFB	Apublix
    Self Storage - 10th Street	 	 	 
	39	WFB	33
    Dart Road	33
    Dart Rd, LLC	Steven
    M. Rhodes	0.00500%
	40	WFB	Condor
    Self Storage of Ojai	Condor
    Self-Storage, LLC	William
    B. Kendall; Kendall 2000 Family Trust; Richard Ortale	0.00500%
	41	AREF	225
    Carolina 	225
    Providence LLC	Danny
    Benedict	0.00500%
	42	Barclays	Fairmont
    Crossing	Fairmont
    Crossing Properties, LP	Ted
    L. Barr; Joseph G. Greulich; Benjamin D. Sheridan	0.00500%
	43	WFB	Infinite
    Self Storage	Infinite
    Self-Storage of Joliet, LLC	Jeffrey
    L. Kittle Trust U/T/D December 5, 2003; Jeffrey L. Kittle	0.06250%
	44	AREF	Willow
    Ridge	BMA
    Willow Ridge LLC	Matthew
    Lester	0.00500%
	45	WFB	New
    London Square	New
    London Partners, LLC	Rose
    Jarboe	0.00500%
	46	BSP	Walgreens
    - Georgetown, TX	WAG
    - Georgetown 15140, LLC	Lawrence
    R. Kahn; Joanne F. Kahn	0.00500%
	47	WFB	Paso
    Robles Self Storage	Paso
    Robles Self-Storage, L.P. 	William
    B. Kendall; Kendall 2000 Family Trust; Richard Ortale	0.00500%
	48	WFB	Cartwright
    Pointe Plaza	Cartwright
    Pointe Plaza, LLC	Brad
    Scott; Brad Scott Trust dated February 5, 1997	0.00500%
	49	WFB	Safeway
    - Port Angeles	Nikki
    L. Beilfuss LLC; Tucker Port Angeles, LLC	Brent
    A. Tucker; Nikki L. Beilfuss; Nikki L. Beilfuss Trust	0.00500%
	50	WFB	2011
    & 2015 Abrams Road	Lakewood
    Harrell Park Partners LP	Steven
    A. Lieberman; Six Square Capital, LTD.	0.00500%
	51	Basis
    	Heron
    Lakes Apartments	Chasseur
    Realty Investors-Skyline, LLC	Robert
    M. Dominy, Jr.	0.00500%
	52	WFB	Rochester
    Square Shopping Center	Rochester
    Square Associates	The
    Farbman Family, LLC; David Kahan	0.00500%


 


 




     


     


    



 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2018-C48


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48 in connection with the transfer by _________________ (the “Seller”) to the undersigned (the
“Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of
Class ___ Certificates (collectively, the “Certificates”). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing
a Class R Certificate and the Purchaser is an institution that is an “accredited investor” within the meaning
of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities Act of 1933,



 










 






* Purchaser must select one of the following two certifications.


 






    Exhibit C-1


     


    

 


	 	 	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 Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot


 






    Exhibit C-2


     


    

 


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 federal income tax regardless of its source or a trust if a court within the
United States is able to


 





 






**    Each Purchaser must select
one of the two alternative certifications.


 


***  Does not apply to a transfer
of Class R Certificates.


 






    Exhibit C-3


     


    

 


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) –

Wells Fargo Commercial Mortgage Trust 2018-C48


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of December 1, 2018, between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


  


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or 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


 






    Exhibit D-1-1


     


    

 


any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any
other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the
Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an
Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time
that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number
is [__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐      The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not
exceed the sum of:


 


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


     


    

 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b) of the Code may be used in lieu of the corporate income tax rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)      at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)     the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)     the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in


 






    Exhibit D-1-3


     


    

 


substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate
any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is
not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to
remain a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative” (as
defined in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement
and (ii) Certificate Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or
successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser agrees,
by acquiring such certificate, to any such elections and to reasonably cooperate with the Certificate Administrator in connection
with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-1-4


     


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	
NOTARY PUBLIC in and for the

State of _______________





 


[SEAL]


 


My Commission expires:



 





 



 




    Exhibit D-1-5


     


    

 


EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2018-C48


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2018 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be


 






    Exhibit D-2-1


     


    

 


respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor
has conducted such an investigation.


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  




    Exhibit D-2-2


     


    

 


EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Risk Retention Custody
(CMBS) –





Wells Fargo Commercial Mortgage
Trust 2018-C48





[OR OTHER CERTIFICATE REGISTRAR]


 


Argentic Real Estate Finance
LLC,

as Retaining Sponsor 


40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Michael Schulte





 


Troy B. Stoddard, Esq.





Wells Fargo Law Department, D1053-300





301 South College St.





Charlotte, North Carolina 28202


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC





375 Park Avenue, 2nd Floor,
J0127 023





New York, New York 10152





Attention: A.J. Sfarra


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of December 1, 2018, between Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
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 [Class [E-RR][F-RR][G-RR][H-RR]
Certificates] from [_____] (the “Transferor”).



 






    Exhibit D-3-1


     


    

 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a [Class
[E-RR][F-RR][G-RR][H-RR] Certificate] by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the
Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly
agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such certificate
is false.



 


		3.	If the Purchaser is (i) a Plan (or is acting on behalf of or using the assets of a Plan) subject
to ERISA or Section 4975 of the Code relying on PTE 96-22 or (ii) an insurance company general account relying on PTCE 95-60 to
cover its acquisition of the [Class [F-RR][G-RR][H-RR] Certificates], (a) all of the conditions of PTE 96-22 or of Parts I and
III of PTCE 95-60, as applicable, will be satisfied with respect to the acquisition of the [Class [F-RR][G-RR][H-RR] Certificates]
and (b) the acquisition of the [Class [E-RR][F-RR][G-RR][H-RR] Certificates] will be effected through Wells Fargo Securities, LLC,
Barclays Capital Inc., Academy Securities, Inc. or Drexel Hamilton, LLC, or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the Transfer Restriction Period, and the Purchaser certifies, represents
and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the [Class [E-RR][F-RR][G-RR][H-RR] Certificates] as a nominee, trustee or
agent for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the [Class [E-RR][F-RR][G-RR][H-RR]
Certificates], it will remain a Majority-Owned Affiliate.



 


		C.	The transfer will comply with all applicable provisions of Regulation RR.



 


☐      The
transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to you, as Certificate Registrar, that:


 


		A.	The transfer will comply with all applicable provisions of Regulation RR.



 


☐      The
transfer will occur after the termination of the Transfer Restriction Period and the countersignature of the Retaining Sponsor
is not required.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit D-3-2


     


    

 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of
_________, 20__.





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	 	ARGENTIC REAL ESTATE FINANCE LLC, as Retaining Sponsor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit D-3-3


     


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Risk Retention Custody
(CMBS) –





Wells Fargo Commercial Mortgage
Trust 2018-C48





[OR OTHER CERTIFICATE REGISTRAR]


 


Argentic Real Estate Finance
LLC,

as Retaining Sponsor 


40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Michael Schulte


 


Troy B. Stoddard, Esq.





Wells Fargo Law Department, D1053-300





301 South College St.





Charlotte, North Carolina 28202


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of a [Class [E-RR][F-RR][G-RR][H-RR]
Certificate] evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with the Pooling and Servicing Agreement.



 


	2.	If the Purchaser is (i) a Plan (or is acting on behalf of or using the assets of a Plan) subject
to ERISA or Section 4975 of the Code relying on PTE 96-22 or (ii) an insurance 



 






    Exhibit D-4-1


     


    

 


	 	company general account relying on PTCE 95-60 to
cover its acquisition of the [Class [F-RR][G-RR][H-RR] Certificate], (a) all of the conditions of PTE 96-22 or of Parts I and III
of PTCE 95-60, as applicable, will be satisfied with respect to the acquisition of the [Class [F-RR][G-RR][H-RR] Certificate] and
(b) the acquisition of the [Class [E-RR][F-RR][G-RR][H-RR] Certificate] will be effected through Wells Fargo Securities, LLC, Barclays
Capital Inc., Academy Securities, Inc. or Drexel Hamilton, LLC, or an affiliate thereof



 


		3.	Check one of the following:



 


		☐	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies, represents
and warrants to you that the Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR,
of the Transferor.



 


☐      The
transfer will occur after the termination of the Transfer Restriction Period and the countersignature of the Retaining Sponsor
is not required.


 


☐      The
transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants
to you that the Transferor has satisfied all of the conditions under the Credit Risk Retention Agreement, between Wells Fargo Commercial
Mortgage Securities, Inc., Argentic Real Estate Finance LLC, Argentic Securities Holdings Cayman Limited, Wells Fargo Bank, National
Association, Barclays Bank PLC, Basis Real Estate Capital II, LLC and BSPRT CMBS Finance, LLC applicable to transfers by the Transferor
to subsequent Third Party Purchasers.


 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 





	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	ARGENTIC REAL
ESTATE FINANCE LLC, as Retaining Sponsor
	 	 	 



 






    Exhibit D-4-2


     


    

 


	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit D-4-3


     


    

 


EXHIBIT
E



FORM OF REQUEST FOR RELEASE


 


(for Custodian)


 





	Loan Information
	 	Name of Mortgagor:	 
	 	 	 
	 	[Master Servicer] 	 
	 	[Special Servicer] 

Loan No.:	 
	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	1055 10th Ave SE
	 	Address:	Minneapolis, Minnesota 55414
 Attention:  Document Custody Group

                                      

	 	 	Wells Fargo Commercial Mortgage Trust 2018-C48
	 	 	 
	 	Custodian/Trustee 

Mortgage File No.:	 
	 
	Depositor
	 	 	 
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	 	 
	 	Address:	
        c/o Wells Fargo Securities,
        LLC

        375 Park Avenue, 2nd Floor, J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2018-C48,

        Commercial Mortgage Pass-Through Certificates,

        Series 2018-C48



 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Wells Fargo
Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated as of December 1, 2018, between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha


 






    Exhibit E-1


     


    

 


Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.





	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




    Exhibit E-2


     


    

 


EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

Wells Fargo Commercial Mortgage Trust 2018-C48


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional Amount] in the Wells
Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48, Class [F-RR][G-RR][H-RR]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling
and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person
acting on behalf of or using the assets of any such Plan (including an entity whose


 






    Exhibit F-1-1


     


    

 


underlying assets include Plan assets by reason
of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60)
under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to
Similar Law, where the purchase, holding and disposition by such Plan would not constitute or result in a non-exempt violation
of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters,
the 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, the Master Servicer, any sub-servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 





	 	 	 
	 	Very truly yours,
	 	 
	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




    Exhibit F-1-2


     


    

 


EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R 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) –
 Wells Fargo Commercial Mortgage Trust 2018-C48


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2018-C48,
Commercial Mortgage Pass-Through Certificates, Series 2018-C48, [Class V][Class R] Certificates (the “[Class V][Class
R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling
and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class R] Certificate,
the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) a person acting
on behalf of any such Plan (including any entity whose underlying assets include Plan assets by reason of


 






    Exhibit F-2-1


     


    

 


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


 




    Exhibit G-1


     


    





 


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48

 Commercial Mortgage Pass-Through Certificates


                                                
Series 2018-C48


	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		











	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset Representations	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Reviewer/Operating
    Advisor	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Commercial Mortgage Securities, Inc.	 	 	 	Wells Fargo Bank, National Association	 	 	 	LNR Partners, Inc.

	 	 	 	Pentalpha Surveillance LLC	 	 	 
	 	 	 	375 Park Avenue	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	1601 Washington Avenue	 	 	 	375 North French Road	 	 	 
	 	 	 	2nd Floor, J0127-023	 	 	 	401 S. Tryon Street, 8th Floor



	 	 	 	Suite 700	 	 	 	Suite 100	 	 	 
	 	 	 	New York, NY 10152	 	 	 	Charlotte, NC 28202	 	 	 	Miami Beach, FL 33139	 	 	 	Amherst, NY 14228	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:	 	 	 	Contact: 	 	 	 	Contact:       www.lnrpartners.com	 	 	 	Contact:              Don Simon	 	 	 
	 	 	 	Anthony.Sfarra@wellsfargo.com	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Phone Number:   (305) 695-5600	 	 	 	Phone Number:   (203) 660-6100	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This
                     report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank,
                     N.A. has not independently confirmed the accuracy of the information.

         

        Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition,
        certificateholders may register online for email notification when special notices are posted. For information or assistance
        please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








  




    Page 1 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized Loss/
 Additional Trust
 Fund Expenses	Total
 Distribution	Ending
 Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through
 Rate	Original
 Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total
 Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                                                    Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance
                                                                    of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated
                                                                    class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23


     


    

 











	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48



Commercial Mortgage Pass-Through Certificates


Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled Principal	Principal Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Interest 

    Shortfall/(Excess)
	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	V	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1)  The Available Distribution Amount includes any Prepayment Fees.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 23


     


    






 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions due to Nonrecoverability Determinations 	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC®
    Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 			 	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	Asset Representations Reviewer Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	 	 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 		 		 
	 	Total Interest
    Collected	 	0.00	 	Additional Trust
    Fund Expenses:	 	 	 
	 	 	 	 	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	Principal:	 	 	 	ASER Amount	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Special Servicing
    Fee	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses		 0.00	 
	 	Principal Adjustments	0.00	 	 		 		 
	 	Total Principal
    Collected		0.00 	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Other Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	Total Funds Collected	 	0.00	 		 		 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
        Current Mortgage Loan and Property
Stratification Tables

        Aggregate Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled 

Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	  See
    footnotes on last page of this section.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 23


     


    
 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1)
Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information
from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower
for this calculation.


	 
	 	 	 
	 	(2)
Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated
Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current
loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The
Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File.
To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables
is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that
have been modified into a split loan structure. The “State” and “Property” stratification tables do not
include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been
modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the
senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Page 9 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction	10	 -	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Page 10 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by
the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 23


     


    










 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	



Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace
    Period	1	- 30-59 Days Delinquent	5 	- 	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	 -	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	 	 	 	 	 	 	 	 	6	-	DPO	 	 	    Foreclosure



	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 23


     


    



 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 23


     


    


 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 23


     


    

 





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2018-C48


    Commercial Mortgage Pass-Through Certificates


    Series 2018-C48

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	1/17/19
	Corporate Trust Services	Record Date:	12/31/18
	8480 Stagecoach Circle	Determination
    Date:	1/11/19
	Frederick, MD 21701-4747		





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 23 of 23


     


    


 










EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2018-C48, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF,
the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit H-1


     


    

 


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance 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:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



*
     Select appropriate depository.


 






    Exhibit I-1


     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



**      Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


 




    Exhibit I-2


     


    

 


EXHIBIT
J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


 


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



*      Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.


 





    Exhibit J-2


     


    

 


EXHIBIT
K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING
RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate
of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 



*     Select
appropriate depository.


 



    Exhibit J-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


  




    Exhibit J-2


     


    

 


EXHIBIT
L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE
AFTER RESTRICTED PERIOD


 


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance 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.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 






*     Select,
as applicable. 


 






    Exhibit L-1


     


    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers.





	 	 	 	 	 
	 	Dated:	 	 
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial  interest in the Certificates to which this
certificate relates.


  




    Exhibit L-2


     


    

 


EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



*
     Select appropriate depository.


 






    Exhibit M-1


     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 


**      Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2


     


    

 


EXHIBIT
N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street,
7th Floor
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention: Corporate Trust Services
(CMBS)
 Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



*      Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 




    Exhibit N-2


     


    

 


EXHIBIT
O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate
Registrar


600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota
55479
 Attention: Corporate Trust Services (CMBS)
 Wells Fargo Commercial Mortgage Trust 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance 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.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 






    Exhibit O-1


     


    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit O-2


     


    

 


EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are 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


 






    Exhibit P-1A-1


     


    

 


agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	By:	 
	 	Title: 
	 	Company: 
	 	Phone:


  




    Exhibit P-1A-2


     


    

 


EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2018-C48 Asset Manager

        

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C48

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: WFCM 2018-C48—Transaction Manager

        

        With a copy sent via email to:

        notices@pentalphasurveillance.com
        (with

        WFCM 2018-C48 in the subject line)

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C48
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: WFCM 2018-C48

        

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners, LLC

        

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: hbennett@lnrpartners.com,

        jwarshaw@lnrproperty.com and

        lnr.cmbs.notices@lnrproperty.com 




 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1B-1


     


    

 


1.       The
undersigned is either the Directing Certificateholder, the Holder of a majority of the Controlling Class or a Controlling Class
Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 






    Exhibit P-1B-2


     


    

 


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 AND/OR A CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2018-C48 Asset Manager


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 






    Exhibit P-1C-1


     


    

 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	By:	 
	 	Title: 
	 	Company: 
	 	Phone:


 




    Exhibit P-1C-2


     


    

 


EXHIBIT
P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A

CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C48

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: WFCM 2018-C48—Transaction Manager

        

        With a copy sent via email to:

        notices@pentalphasurveillance.com
(with

        WFCM 2018-C48 in the subject line)
	Wells Fargo Bank, National Association
 600 South 4th Street, 7th Floor
 MAC N9300-070
 Minneapolis, Minnesota  55479
 Attention:  Corporate Trust Services (CMBS)
 Wells Fargo Commercial Mortgage Trust

                                                                             Series 2018-C48

	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C48

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners,
LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: hbennett@lnrpartners.com,

        jwarshaw@lnrproperty.com and

        lnr.cmbs.notices@lnrproperty.com 




 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1D-1


     


    

 


1. The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 






    Exhibit P-1D-2


     


    

 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	By:	 
	 	Title: 
	 	Company: 
	 	Phone:


 




    Exhibit P-1D-3


     


    

 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C48

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: WFCM 2018-C48—Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com
(with WFCM 2018-C48 in the subject line)
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C48
	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C48

        CMBSTrustee@wilmingtontrust.com

         
	
        LNR Partners,
LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com



 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C48,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C48, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b)
OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    Exhibit P-1E-1


     


    

 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is


 



    Exhibit P-1E-2


     


    

 


subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 






    Exhibit P-1E-3


     


    

 


10.        The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.        The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority

of the Controlling Class][Controlling Class

Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit P-1E-4


     


    

 


EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C48

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: Wells Fargo Commercial Mortgage Trust Series 2018-C48


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48



 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Wells Fargo Commercial Mortgage Trust 2018-C48 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: Wells Fargo Commercial Mortgage Securities, Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 	 
	Name:

Title:	 



 




    Exhibit P-1F-3


     


    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association Commercial Mortgage
Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust

Series 2018-C48

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: WFCM 2018-C48—Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com
        (with WFCM 2018-C48 in the subject line)

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2018-C48
	 	 
	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2018-C48

        CMBSTrustee@wilmingtontrust.com
	
        LNR Partners,
LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com



 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48, 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


 



    Exhibit P-1G-1


     


    

 


P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [[For
Directing Certificateholders other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: _______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit P-1G-2


     


    

 


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2018-C48


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial
Mortgage Pass-Through Certificates, Series 2018-C48



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018
(the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.          The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the
appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the
Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on such
17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned
with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable
to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received
by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access
to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of
the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information
obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the
17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.


 


Capitalized terms used but not defined
herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-2-1


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
 Company:
 Phone:


 




    Exhibit P-2-2


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Wells Fargo Securities, LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through
Certificates, Series 2018-C48 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of December 1, 2018 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
LLC, as Special Servicer, Pentalpha Surveillance 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:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Lee Green

E-mail: wfs.cmbs@wellsfargo.com


 




    Exhibit P-2-5


     


    

 


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 WFCM 2018-C48


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial
Mortgage Pass-Through Certificates, Series 2018-C48



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018
(the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS
Data LLC or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1


     


    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
 Company:
 Phone:


 




    Exhibit P-3-2


     


    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
Series 2018-C48



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the
undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to
it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso
of the definition of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required officer’s
certificate), if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Custodian
	 	 
	 	By:	 
	 	 	Name:

Title:


 






    Exhibit Q-1


     


    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


Wells Fargo Commercial Mortgage Securities,
Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


CRRCompliance@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager


commercial.servicing@wellsfargo.com


 


LNR Partners,
LLC


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2018-C48


CMBSTrustee@wilmingtontrust.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2018-C48


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 







Pentalpha Surveillance LLC


375 N. French Road, Suite 100


Amherst, New York 14228


Attention: WFCM 2018-C48—Transaction Manager


With a copy sent via email to: notices@pentalphasurveillance.com
(with WFCM 2018-C48 in the subject line)


 






    Exhibit Q-2


     


    

 


Argentic Real Estate
Finance LLC


40 West 57th Street,
29th Floor


New York, New York 10019


Attention: Michael Schulte


Facsimile No.: (646)
560-1745


 


Wells Fargo Bank, National
Association


301 South College St.


Charlotte, North Carolina
28202


Attention: Wells Fargo
Commercial Mortgage Trust 2018-C48,


Commercial Mortgage Pass-Through
Certificates, Series 2018-C48


 


with a copy to:


 


Troy B. Stoddard, Esq.,


Wells Fargo Law Department,
D1053-300


301 South College St.


Charlotte, North Carolina,
28202


Email: troy.stoddard@wellsfargo.com


 


and a copy to:


 


Jacqueline Gelman


Wells Fargo Bank, National
Association


10 South Wacker Drive,
32nd Floor


Chicago, IL 60606


Telephone number: (312)
827-1531


Email: jacqueline.m.gelman@wellsfargo.com


 


Barclays Bank PLC


745 Seventh Avenue


New York, New York 10019


Attention: Daniel Vinson,
Managing Director


Email: daniel.vinson@barclays.com


 


with a copy to:


 


Barclays Bank PLC


745 Seventh Avenue


New York, New York


Facsimile No.: (212) 412-7519


Attention: Steven P. Glynn,
Legal Department


Email: steven.glynn@barclays.com


 


Basis Real Estate
Capital II, LLC


 






    Exhibit Q-3


     


    

 


75 Broad Street,
Suite 1602


New York, New
York 10004


Attention: Tammy
K. Jones


 


with a copy
to:


 


Cadwalader,
Wickersham & Taft LLP


200 Liberty
Street


New York, New
York 10281


Attention: Jeffrey
Rotblat


 


BSPRT CMBS
Finance, LLC


142 West 57th Street,
Suite 1201


New York, New York 10019


Attention: Micah Goodman
and Tiffany Putman


 


with a copy to:


 


Cadwalader, Wickersham
& Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Jeffrey Rotblat


 


and


 


Benefit Street Partners
Realty Trust, Inc.


142 West 57th Street,
Suite 1201


New York, New York 10019


Attention: Micah Goodman
and Tiffany Putman


 


with a copy to:


 


Cadwalader, Wickersham
& Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Jeffrey Rotblat


 




    Exhibit Q-4


     


    

 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2018-C48 Asset Manager

Telecopy Number: (704) 715-0036


 


 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the
“Trustee”), pursuant to that Pooling and Servicing Agreement dated as of December 1, 2018 (the “Agreement”),
between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “ Master Servicer”), LNR Partners, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), the Trustee,
as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, hereby constitutes and
appoints the Master Servicer, by and through the Master Servicer’s officers and authorized employees, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the
documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted
under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.          The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    Exhibit R-1-1


     


    

 


2.          The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.


 


3.          The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.          The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.          The
completion of loan assumption agreements.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.          The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.          The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.          The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    Exhibit R-1-2


     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.        With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.        The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.        The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		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,



 






    Exhibit R-1-3


     


    

 


consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner
the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein or in the Agreement. If the Master Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend or limit the powers granted to the Master Servicer under the Agreement or to allow the Master
Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    Exhibit R-1-4


     


    

 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF,
Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2018-C48 has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.





	 	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Trustee for Wells Fargo

Commercial Mortgage Trust 2018-C48
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Witness:


 


	 	 



 


 


Witness:


 





	 	 


 




    Exhibit R-1-5


     


    

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	 
	 	Notary Public



  


            
 



 


	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 




    Exhibit R-1-6


     


    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: David Serna


Facsimile number: (305) 695-5601


Email: lnr.cmbs.notices@lnrproperty.com


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of December 1, 2018 (the “Agreement”) by and between Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator, the Trustee, as trustee, and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, hereby constitutes and appoints the Special Servicer,
by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items (1) through (13) below with respect to the
Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such
Attorneys-in-Fact if such documents are required or permitted under the terms of the Agreement. Capitalized terms used herein and
not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either 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.



 






    Exhibit R-2-1


     


    

 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or
repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or the related promissory note;



 






    Exhibit R-2-2


     


    

 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage or other security document in the related Mortgage File or the related Mortgaged Property and other related
collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 






    Exhibit R-2-3


     


    

 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer's attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement.
If the Special


 



    Exhibit R-2-4


     


    

 


Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or
limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited Power of
Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall
survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee
under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.





	 	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee for
Wells Fargo Commercial Mortgage Trust 2018-C48
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Witness:


 


____________________


 




    Exhibit R-2-5


     


    

 


State of Delaware}


County of   }


 


On ________________________, before me,
_________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 


	 	 



Notary signature


 




    Exhibit R-2-6


     


    

 


EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	Sheraton Grand Nashville Downtown	
        Note A-1

         

        CSAIL 2018-C14 Master Servicer

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 S. Tryon Street, 8th Floor

        MAC D1050 084

        Charlotte, NC 28202

        Attention: CSAIL 2018-C14 Asset Manager

        Telecopy Number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank, National Association Legal Department

        301 S. College St., TW-30

        Charlotte, North Carolina 28202

        Attention: Commercial Mortgage Servicing Legal Support

        Reference: CSAIL 2018-C14

         

        K&L Gates LLP

        Hearst Tower, 47th Floor

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann

        Facsimile Number: (704) 353-3190

         

        Note A-3, A-4, A-6 and A-8

         

        Argentic Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

        Facsimile No.: (646) 560-1745

	Danbury Commerce Portfolio	
        Note A-1

         

        CGCMT 2018-C6 Master Servicer

        Wells Fargo Bank, National Association




 






    Exhibit S-1


     


    

 


	 	Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: CGCMT 2018-C6 Asset Manager

        Telecopy Number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank, National Association

        Legal Department

        301 South College Street, TW-30, D1052-300

        Charlotte, North Carolina 28202-6000

        Attention: Commercial Mortgage Servicing Legal Support

        Fax number: (704) 383-3663

         

        K&L Gates LLP

        Hearst Tower

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann

        Facsimile Number: (704) 353-3190

	Lakeside Pointe & Fox Club Apartments	
        Note A-2

         

        Argentic Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

        Facsimile No.: (646) 560-1745




 



    Exhibit S-2


     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR THE STARWOOD HOTEL PORTFOLIO MORTGAGE LOAN:


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C47 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202


Attention: Christopher J. Brady]


 


[FOR THE CHRISTIANA MALL 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: BBCMS 2018-CHRS


Facsimile: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department, D1053-300


301 South College Street, 30th Floor


Charlotte, North Carolina 28202


Attention: Commercial Mortgage Servicing Legal Support


Facsimile: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP


Hearst Tower


214 North Tryon Street


Charlotte, North Carolina 28202


 






    Exhibit T-1


     


    

 


Attention: Stacy G. Ackermann


Reference: BBCMS 2018-CHRS


Fax Number: (704) 353-3190


Email: stacy.ackermann@klgates.com]


 


[FOR THE PRUDENTIAL – DIGITAL REALTY PORTFOLIO MORTGAGE
LOAN:


Commercial Mortgage Servicing


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: BANK 2018-BNK14 Asset Manager


Facsimile number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Mayer Brown LLP


Hearst Tower, 38th Floor


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Christopher J. Brady


Facsimile Number: (704) 377-2033]


 


[FOR THE AVENTURA MALL 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: JPMCC 2018-AVM Asset Manager


Facsimile: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department, D1053-300


301 South College Street, 30th Floor


Charlotte, North Carolina 28202


Attention: Commercial Mortgage Servicing Legal Support


Facsimile: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP


 






    Exhibit T-2


     


    

 


Hearst Tower


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Reference: JPMCC 2018-AVM


Fax Number: (704) 353-3190


Email: stacy.ackermann@klgates.com]


 


[FOR THE VIRGINIA BEACH HOTEL PORTFOLIO MORTGAGE LOAN:


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C47 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202


Attention: Christopher J. Brady]


 


[FOR THE HOME DEPOT TECHNOLOGY CENTER 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: BBCMS 2018-C2 Asset Manager


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department


301 S. College St., TW 30


Charlotte, North Carolina 28202


Attention: Commercial Mortgage Servicing Legal Support


Reference: BBCMS 2018-C2


 


with a copy to:


 






    Exhibit T-3


     


    

 


K&L Gates LLP


Hearst Tower, 47th Floor


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacey G. Ackermann


Facsimile Number: (704) 353-3190]


 


[FOR THE LIBERTY PORTFOLIO MORTGAGE LOAN:


 


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Michael Tilden


Facsimile: (877) 379-1625


Email: michael_a_tilden@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Facsimile: (816) 753-1536


Email: kkohring@polsinelli.com]


 


[FOR THE FAIR OAKS MALL MORTGAGE LOAN:


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


MAC D1050-084


401 South Tryon Street, 8th Floor


Charlotte, North Carolina 28202


Attention: BANK 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


Attention: Christopher J. Brady


Facsimile Number: (704) 377-2033]


 


VIA EMAIL


 






    Exhibit T-4


     


    

 


		Re:	Wells Fargo Commercial Mortgage Trust
2018-C48,

Commercial Mortgage Pass-Through Certificates, Series 2018-C48



 


Ladies and Gentlemen:


 


As you know, [Wells Fargo
Bank, National Association] [KeyBank National Association][_], acts as the [master] servicer (the “Lead [Master] Servicer”)
for the whole loan secured by the [mortgaged property][portfolio of mortgaged properties] identified as [Starwood Hotel Portfolio][Christiana
Mall][Prudential – Digital Realty Portfolio][Aventura Mall][Virginia Beach Hotel Portfolio][Home Depot Technology Center][Liberty
Portfolio][Fair Oaks Mall] (the “Subject Whole Loan”) under the [WFCM 2018-C47][BBCMS 2018-CHRS][BANK 2018-BNK14][Aventura
Mall Trust 2018-AVM][BBCMS 2018-C2][Benchmark 2018-B7][BANK 2018-BNK12] [pooling][trust] and servicing agreement (the “Lead
[PSA][TSA]”). This is to inform you that Note[s] [_][_][_] of the Subject Whole Loan (the “Subject Mortgage
Loan”) [has][have] been transferred to Wells Fargo Commercial Mortgage Trust 2018-C48 pursuant to that certain Pooling
and Servicing Agreement, dated December 1, 2018 (the “2018-C48 Pooling Agreement”) between Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “2018-C48
Master Servicer”), LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “2018-C48 Certificate Administrator”), Wilmington Trust, National Association, as trustee
(the “2018-C48 Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, and that the 2018-C48 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2018-C48
Certificate Administrator, hereby directs you, in your capacity as the Lead [Master] Servicer of the Subject Whole Loan, to remit
to the 2018-C48 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to
the 2018-C48 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 2018-C48 Pooling Agreement) and the Lead [PSA][TSA].


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2018-C48 Pooling Agreement) under the 2018-C48 Pooling Agreement.


 


Thank you for your attention
to this matter.


 





	Date:	 	 



 



    Exhibit T-5


     


    

 





	 	Wells Fargo Bank, National Association, as

Certificate Administrator for the Holders of

the Wells Fargo Commercial Mortgage

Trust 2018-C48, Commercial Mortgage

Pass-Through Certificates, Series 2018-C48
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit T-6


     


    


 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch
                                         Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No.: (212) 635-0295

                                         E-mail: info.cmbs@fitchratings.com



 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing
                                         Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



 


Date:
_________, 20___


 




    Exhibit U-1


     


    

 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C48



 


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
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


(i)                The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)              
The defeasance was consummated on __________, 20__.


 


(iii)            
The defeasance collateral consists of securities that (i) constitute “government securities” as defined
in Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified
Investments for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard
& Poor’s Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal
obligation, the principal due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)            
The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the
Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2


     


    

 


(v)              
The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)            
The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)          
 The agreements executed in connection with the defeasance (i) grant control of the pledged securities account
to Trustee on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage
Loan from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts
and on the dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage
Loan documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral
only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the
defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities
account only after the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the
Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide
for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses
of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining
the existence of the Defeasance Obligor.


 


(viii)        
The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral
(without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled
Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection
with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the
revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months
after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar
or fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.


 






    Exhibit U-3


     


    

 


(ix)            
The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most
recent Distribution Date Statement received by us (the “Current Report”).


 


(x)              
The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)               Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)               Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)               Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	as
    Master Servicer
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit U-5


     


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”).





Transaction:
Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 


Operating
Advisor: Pentalpha Surveillance LLC





Special
Servicer: LNR Partners, LLC





Directing
Certificateholder: Argentic Securities Income USA LLC


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		(a)	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of an Asset Status Report.



 


		(b)	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
                                         implemented.



 


		2.	Prior
                                         to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing
                                         and if the Special Servicer has subsequently completed a Major Decision with respect
                                         to such Specially Serviced Loan, the Special Servicer has provided the applicable fully
                                         executed Major Decision Reporting Package approved or deemed approved by the Directing
                                         Holder to the Operating Advisor.



 


		3.	After
                                         an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating
                                         Advisor:



 


		(a)	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the opportunity to consult with respect to such
                                         Major Decision and recommended action:



 


________________________


 





 



1
     This report is an indicative report and does not reflect the final form of annual report to
be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of
any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation,
provisions relating to Privileged Information.


 






    Exhibit V-1


     


    

________________________


 


________________________


 


________________________


 


		(b)	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:



 


________________________


 


________________________


 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions under the Pooling and Servicing Agreement
on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications
set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on a “trust level basis”. [The Operating Advisor believes, in its sole discretion
exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of
the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


		●	[ADD
                                         RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



 


		III.	List
                                         of Items that Were Considered in Compiling this Report



 


In
rendering the assessment set forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion
of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the Operating Advisor’s



 






    Exhibit V-2


     


    

 


	 	 	obligations
                                         under the Pooling and Servicing Agreement, each Asset Status Report (after an Operating
                                         Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered
                                         or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION].



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially
                                         Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement and with respect to Major Decisions processed
                                         by the Special Servicer.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit , legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculator, visit any related property, visit the Special Servicer,
visit the Directing Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal
Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary
portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions
of such formulas.


 


		IV.	Assumptions,
                                         Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial.



 


		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.	Other
                                         than the receipt of any Major Decision Reporting Package or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
                                         access to, the Special Servicer’s and Directing Certificateholder’s discussion(s)



 






    Exhibit V-3


     


    

 


	 	 	regarding
                                         any Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Certificateholder directly. As such, the Operating Advisor generally relied
                                         upon the information delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or direct
                                         the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communications held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	There
                                         are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
                                         Serviced Loans. These include, but are not limited to, assumptions, ownership changes,
                                         collateral substitutions, capital reserve changes, etc. The Operating Advisor does not
                                         participate in any discussions regarding such actions. As such, Operating Advisor has
                                         not assessed the Special Servicer’s operational compliance with respect to those
                                         types of actions.



 


		7.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		8.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


 


Wilmington
Trust, National Association

  as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2018-C48


 


Wells
Fargo Bank, National Association

  as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2018-C48


Email:
trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


LNR
Partners, LLC


1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C48, Recommendation of Replacement of Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the
“Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust
2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 (the “Certificates”) regarding the
replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the
Pooling and Servicing Agreement, it is our


 






    Exhibit W-1


     


    

 


assessment
that LNR Partners, LLC, in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing
Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that LNR Partners, LLC be removed as Special Servicer and that [________] be
appointed its successor in such capacity.


 





	 	Very
    truly yours,
	 	 
	 	[The
    Operating Advisor]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


  




    Exhibit W-2


     


    


 


[__________]
[_____], 20[___]


Page
1


 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager

Telecopy Number: (704) 715-0036]


 


[LNR
Partners, LLC


1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and


lnr.cmbs.notices@lnrproperty.com]


 


		Re:	Access
                                         to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial
                                         Mortgage Pass-Through Certificates, Series 2018-C48



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/LNR Partners, LLC (“LNR”)] understands
that [____] (the “Company”) is requesting certain confidential or non-public information relating to the Mortgage
Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 






    Exhibit X-1


     


    

 


[__________]
[_____], 20[___]


Page
2


 



[Wells
Fargo/LNR] will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to [Wells Fargo/LNR] by third parties, (b) may not
have been verified by [Wells Fargo/LNR], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells
Fargo/LNR], the [“Master Servicer”/“Special Servicer”] (as defined in the Pooling and Servicing
Agreement) and its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives
resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information,
or (z) [Wells Fargo/ LNR]’s failure or inability to provide the Confidential Information to the Company for any reason.
Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes of
this letter agreement: (a) information that was already in Company’s possession prior to its receipt from [Wells Fargo/LNR];
(b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from
transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells Fargo/LNR]; (c) information
that is or becomes publicly available through no fault of Company; and (d) information that is independently developed by
Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/ LNR]’s election): (i) responses to
reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo/LNR]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information available
on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo/LNR] may cease
or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives violate
any provision hereof, or (b) [Wells Fargo/LNR] determines (in its sole discretion) that such termination is necessary for
any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Wells Fargo/LNR] shall cease to provide the Company with Confidential
Information if [Wells Fargo/LNR] has actual knowledge that the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan documents and [Wells Fargo/LNR] determines that the provision, notice or access to such Confidential Information
would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Wells Fargo/LNR]’s remedies hereunder, at law or at equity,
are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the


 






    Exhibit X-2


     


    

 


[__________]
[_____], 20[___]


Page
3



 


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.


 


If
the provisions of this Agreement are breached by the Company or its Representatives, Company agrees to indemnify and hold harmless
[Wells Fargo/LNR] their successors and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid,
awarded, assessed, incurred or suffered by [Wells Fargo/LNR]. Company shall be liable to [Wells Fargo/LNR] for all court costs,
reasonable and out of pocket attorneys’ fees and other expenses incurred by [Wells Fargo/LNR] in enforcing its rights under
this Agreement, recovering damages and/or obtaining other appropriate relief.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/LNR] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo/LNR]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    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:]





 





	 	[LNR
    PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]





 





	CONFIRMED
    AND AGREED TO:	 
	 	 	 
	[COMPANY
    NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit X-4


     


    

 


EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities,
Inc., the depositor into the above-referenced Trust, certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required
                                         to be filed in respect of the period covered by this report on Form 10-K of the
                                         Wells Fargo Commercial Mortgage Trust 2018-C48 (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) LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, (B) [list other applicable parties to servicing agreements for
Non-Serviced Mortgage Loans].


 





	Date:	 	 


 





	 	 



President and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the

depositor)


 




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), entered into
by Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee, the Certificate Administrator,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in
                                         respect of periods included in the year covered by the Annual Report (collectively with
                                         the Annual Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 


	5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate



 






    Exhibit Z-1-1


     


    

 


	 	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 Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit Z-1-2


     


    

  


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as
asset representations reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling
                                         and Servicing Agreement for inclusion in the annual report on Form 10-K for the
                                         Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have
                                         been submitted by the Master Servicer to the Certificate Administrator for inclusion
                                         in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation
                                         AB with respect to the Master Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Master Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Relevant Period;



 






    Exhibit Z-2-1


     


    

 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
                                         in order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that
is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with
respect to the completeness of information and reports, I do not certify anything other than that all fields of information called
for in written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank
on their face have been done so in accordance with the CREFC procedures for such report.]


 




    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:]


  




    Exhibit Z-2-3


     


    

 


EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of LNR Partners, LLC as Special Servicer under that certain Pooling
and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), entered into
by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         have been submitted by the Special Servicer to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
                                         AB with respect to the Special Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Relevant Period;



 


	4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the



 






    Exhibit Z-3-1


     


    

 


	 	Special
                                         Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable
                                         them to conduct a review in compliance with the standards for attestation engagements
                                         issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Special
    Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-3-2


     


    




 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2018
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit Z-4-1


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special
servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and Pentalpha
Surveillance LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
                                         have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


	4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating



 






    Exhibit Z-5-1


     


    

 


	 	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:


 





	 	PENTALPHA
    SURVEILLANCE LLC,
	 	as
    Operating Advisor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-5-2


     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of December 1,
2018 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as
trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-6-1


     


    

 


EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-C48 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”)
as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Pentalpha Surveillance LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor]
and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA
    SURVEILLANCE LLC,
	 	as
    Operating Advisor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-7-2


     


    

 


EXHIBIT
AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall
not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of
the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that
is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 





	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (as applicable)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
    (as applicable)1

    Master Servicer

    Special Servicer

    

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer


  








 






1        Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year. 



 






    Exhibit AA-1


     


    

 





	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For
    purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution
    means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts.  These reconciliations (A) are mathematically accurate; (B) are prepared within
    30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
    (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
    explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original
    identification, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
    loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are
    made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
    and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor


 






    Exhibit AA-2


     


    

 





	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     


    

 



EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and
Servicing Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified
in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item
described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer, and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which
the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series
2018-C48 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible	 
	Item 1:
                                         Distribution and Pool Performance Information:

        

        ●     Item 1121(a)(13)
        of Regulation AB

        

        ●     Item 1121(a)(14)
        of Regulation AB

	●     Certificate
                                         Administrator

        

        ●     Depositor


	 
	Item
                                         1A: Asset-Level Information

        

        ●     Item 1111(h) of Regulation AB

        

        ●     Item 1125 of Regulation AB

        
	●     Master Servicer
	 
	Item 1B:
                                         Asset Representations Reviewer and Investor Communication:

        

        ●     Item 1121(d)
        of Regulation AB

        

        ●     Item 1121(e)
        of Regulation AB

	●     Certificate
                                         Administrator

        

        ●     Depositor

        

        ●     Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)

        
	 



 



    Exhibit BB-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible	 
	
    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)
	
    ●     Master
                                         Servicer (as to itself)

    ●     Special
                                         Servicer (as to itself)

        ●     Certificate
        Administrator (as to itself)

        ●     Trustee
        (as to itself)

        ●     Depositor
        (as to itself)

        ●     Operating
        Advisor (as to itself)

        ●     Any
        other Reporting Servicer (as to itself)

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ●     Originators
        under Item 1110 of Regulation AB

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	 
	Item 3:  Sale
    of Securities and Use of Proceeds	●     Depositor
	 
	Item 4:  Defaults
    Upon Senior Securities	●     Certificate
    Administrator
	 
	Item 5:  Submission
    of Matters to a Vote of Security Holders	●     Certificate
    Administrator
	 
	Item 6:
                                         Significant Obligors of Pool Assets:

        

        ●     Item 1112(b)
        of Regulation AB provided, however, that all of the following conditions shall apply:

        

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

        

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this

        	●     Master
    Servicer
	 



 



    Exhibit BB-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible	 
	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.

        
	 	 
	Item 7:
                                         Change in Sponsor Interest in the Securities:

        

        ●     Item 1124
        of Regulation AB.

        
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	 
	Item 8:
                                         Significant Enhancement Provider Information:

        

        ●     Item 1114(b)(2)
        and Item 1115(b) of Regulation AB

        
	●     Depositor
	 
	Item 9:  Other
    Information, but only to the extent of any information that meets all the following conditions:  (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is
    required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D
    relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent that such party is the "Party Responsible” with respect
                                         to such information pursuant to Exhibit DD.

        

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

        

        ●     Master
        Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding
        Distribution Date)

        

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
        Date)

        

        ●     Any
        other party responsible for

       	 



 


    Exhibit BB-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible	 
	 	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 Administrator, then the Depositor shall be the responsible party.

        
	 
	Item 10:
                                         Exhibits (no. 10):

        

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO
    Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.
	 
	Item 10:
                                         Exhibits (no. 22):

        

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K),
        but only if the party that is the “Party Responsible” with respect to Item 5 above elects to publish
        a report containing the information required by such Item 5 above and also elects to report the

        	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	 



 



    Exhibit BB-4


     


    

 



	Item
    on Form 10-D	Party
    Responsible	 
	information
                                         on Form 10-D by means of filing the published report and answering Item 5 by
                                         referencing the published report.

        
	 	 
	Item 10:
                                         Exhibits (no. 23):

        

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written
        consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s
        registration statement.

        
	●     Depositor
	 
	Item 10:
                                         Exhibits (no. 24)

        

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the
        Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power
        of attorney.

        
	●     Certificate
    Administrator
	 
	Item 10:
                                         Exhibits (no. 99)

        

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

        
	●     Not
    Applicable.
	 
	Item 10:
                                         Exhibits (no. 100)

        

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

        
	●     Not
    Applicable.
	 
	Item 10:  Exhibits
    (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such
    document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to
    which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the "Party Responsible"
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer
    or the Special Servicer constitutes a "Party Responsible” under Exhibit DD with respect to
    any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement
    is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party
    for this Item 10.
	 



 



    Exhibit BB-5


     


    

 


EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and
Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge
(and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls
required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on
the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is
no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master
Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any
Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the
case may be. For this Series 2018-C48 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K 	Party
    Responsible	 
	Item 1B:  Unresolved
    Staff Comments	●     Depositor
	 
	Item 9B:
                                         Other Information, but only to the extent of any information that meets all the following
                                         conditions:

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8 K Disclosure” or as “Additional Form
        10-D Disclosure”

        
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.
	 
	Item 15:  Exhibits,
    Financial Statement Schedules (SEE BELOW)	SEE
    BELOW	 



 



    Exhibit CC-1


     


    

 


	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”.

        
	●     Master
    Servicer
	 
	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)

         
	●     Master
                                         Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control
        of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         
	 
	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one 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,

        	●     Master
                                         Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee,
                                         Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting
                                         any of the descriptions in Item 1108(a)(3)).

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more
        of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party
        Responsible” under this item

        	 



 


    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-C48 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-C48 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

       	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-C48 transaction) between
        itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        Prospectus or if it was previously reported as “Additional Form 10-K

        	●     Depositor

        

        ●     Each
        Mortgage Loan Seller

         
	 



 



    Exhibit CC-6


     


    

 


	 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-C48 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, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.

                                                                                                                                                                    
	 
	Item 15:
                                         Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	 
	Item 15:
                                         Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	 
	Item 15:
                                         Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10 Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

         
	●     Not
    Applicable
	 
	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


         
	●     Master
                                         Servicer

        

        ●     Special
        Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such 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 Servicer or the
    Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form
    10-K).
	 
	Item 15:
                                         Exhibit (no. 101)

         

        Interactive
        Data File (Exhibit No. 101 of Item 601 of Regulation S-K).

         
	Not
    Applicable	 
	Item 15:
                                         Exhibit (no. 102)

         

        Asset
        Data File (Exhibit No. 102 of Item 601 of Regulation S-K).

         
	●     Certificate
Administrator

         ●     Depositor 
	 
	Item 15:
                                         Exhibit (no. 103)

         

        Asset
        Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).

         
	●     Certificate
Administrator

         ●     Depositor 
 
	 


 



    Exhibit CC-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 Master
Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer, or the Special Servicer be required to provide any information
for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not
the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2018-C48 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB.


 





	Item
    on Form 8-K	Party
    Responsible	 
	Item 1.01:  Entry
    into a Material Definitive Agreement	●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material
        contracts to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01
        of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to
        the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the
        extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive
        agreement 

        

        
	 


 



    Exhibit DD-1


     


    




 


	 	relates
    to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment
    or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party
    (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
    to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in
    connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item	 
	Item 1.03:  Bankruptcy
    or Receivership	●     Depositor	 
	Item 2.04:  Triggering
    Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	●     Depositor

        ●     Certificate
        Administrator
	 


 






    Exhibit DD-2


     


    

 


	Item 3.03:  Material
    Modification to Rights of Security Holders	●     Certificate
    Administrator
	Item 5.03:  Amendments
    of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 
    6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02
    (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

        ●     Depositor

         

	Item 6.02
    (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
        Administrator

        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02
    (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a
    party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
        Servicer (as to a party appointed by the Master Servicer)

        ●     Special
        Servicer

        ●     Certificate
        Administrator

        ●     Depositor

	Item 6.03:  Change
    in Credit Enhancement or External Support	●     Depositor

        ●     Certificate
        Administrator

         

	Item 6.04:  Failure
    to Make a Required Distribution	●     Certificate
    Administrator
	Item 6.05:  Securities
    Act Updating Disclosure	●     Depositor
	Item 7.01:  Regulation
    FD Disclosure	●     Depositor
	Item 8.01:  Other
    Events	●     Depositor
	Item 9.01(d):
        Exhibits (no. 1):

         

        Underwriting
        agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

         
	●     Not
    applicable
	Item 9.01(d):
        Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor


 






    Exhibit DD-3


     


    

 


	Item 9.01(d):
        Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	Item 9.01(d):
        Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Certificate
        Administrator

         

        provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

         

	Item 9.01(d):
        Exhibits (no. 7):

         

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 9.01(d):
        Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 9.01(d):
        Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 9.01(d):
        Exhibits (no. 17):

         

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 9.01(d):
        Exhibits (no. 20):

         

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 9.01(d):
        Exhibits (no. 23):

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where 
	●     Depositor


 






    Exhibit DD-4


     


    




 


	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.	 
	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)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2018-C48—SEC REPORT
PROCESSING


 


		RE:	**Additional
                                         Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies
and Gentlemen:


 


In accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the
“Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the
“Depositor”), Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Pentalpha Surveillance 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.	Berkadia
                                         Commercial Mortgage LLC



 


		2.	Grandbridge Real Estate Capital LLC



  




    Exhibit FF-1


    


    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


None.



 




    Exhibit GG-1


    


    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Wells
Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series 2018-C48 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners,
LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association,
as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities, Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



  





	Date:	 	 





 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as master servicer]

[LNR Partners, LLC,

as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 





 




    Exhibit HH-1


    


    

 


EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending
December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing
Agreement. The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer
acted as [a master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other
than __________________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.

28 West 44th Street, Suite 815

New York, NY 10036

Attn: Executive Director


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




    Exhibit JJ-1


    


    

 


EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


 


VIA
E-MAIL:


 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref:
WFCM 2018-C48, Additional Debt Notice for Form 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	Portfolio
    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	WFCM
    2018-C48	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2018-C48	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2018-C48	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 






 



    Exhibit KK-1


    


    

 


EXHIBIT
LL



[RESERVED]


 




    Exhibit LL-1


    


    

 


EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2018-C48—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [           ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Account and REO Account balance information:





 


 


	Account
    Name	Beginning
                                         Balance as of

                                                                                MM/DD/YYYY
	Ending
                                         Balance as of

                                                                                MM/DD/YYYY

	Master
    Servicer’s Collection Account	 	 
	REO
    Account	 	 


 


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: [                 ].


 






    Exhibit MM-1


    


    

 





	 	 	 
	 	[NAME
    OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


  


cc:
Depositor


 




    Exhibit MM-2


    


    

 


EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Administrator


9062
Old Annapolis Road
 Columbia, Maryland 21045
 Email: trustadministrationgroup@wellsfargo.com
 Attention: Corporate Trust
Services WFCM 2018-C48


Email:
trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association


as
Master Servicer


Commercial
Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager

Telecopy Number: (704) 715-0036


 


LNR
Partners, LLC 


as
Special Servicer 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and


lnr.cmbs.notices@lnrproperty.com


 


Pentalpha
Surveillance LLC 


375
N. French Road, Suite 100 


Amherst,
New York 14228 


Attention:
WFCM 2018-C48—Transaction Manager


With
a copy sent via email to: notices@pentalphasurveillance.com (with WFCM 2018-C48 in the subject line)


 


		Re:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass- Through Certificates, Series 2018-C48 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December
1, 2018, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as
Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National

                                                                                




 






    Exhibit NN-1


    


    

 


Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer


 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:









	 	 	 
	 	 	 
	 	 	 


 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very
    truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 




    Exhibit NN-2


    


    

 


EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C48



 


Ladies
and Gentlemen:


 


In accordance with Section 12.01 of the
Pooling and Servicing Agreement, dated as of December 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 Pooling and Servicing
                                         Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 






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


    


    

 





	 	PENTALPHA SURVEILLANCE LLC,
	as Asset Representations Reviewer

	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 



 




    Exhibit OO-2


    


    




 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]





 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	 	 



 



    Exhibit OO-3


    


    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-C48



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of December 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 Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 






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


    


    

 





	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as
    Asset Representations Reviewer
	 	 	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit PP-2


    


    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity



 






    Exhibit PP-3


    


    

 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the
Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance
with the procedures set forth below (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 this Exhibit QQ
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. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect
to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage
Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes
a knowledge qualifier (e.g., to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall
not be responsible for any investigation or review beyond that set forth in the applicable Test related to such representation
and warranty;



 


		(B)	With respect to any representation and warranty that includes
the examination of an insurance policy or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified
consultant to perform a review of the applicable policy, and will be allowed to rely upon the conclusions of the consultant when
making a determination as to whether there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty
to provide or obtain a legal opinion, legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of”
date for the testing of a representation is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more
than one version of the same document with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
be used by the Asset Representations Reviewer in testing is the document that is dated as of the Closing Date or, if none, the
document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its
related Test(s), the Asset Representations Reviewer shall take into account any exceptions to such representation and warranty
described in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred






 




    Exhibit QQ-1


     


    

 


with
respect to such Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i)
an affirmative determination by the Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
by Asset Representations Reviewer that the documentation included in the Review Materials (after making such request for any missing
documents in the manner provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination 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.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 




    Exhibit QQ-2


     


    

 



	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	1.
    Intentionally Omitted.	1	N/A	N/A

         

	2.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.  At the time of the sale, transfer
    and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the
    Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related
    non-serviced securitization trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does
    not constitute a participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each
    Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect
    to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or
    to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement.  The Mortgage
    Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor
    constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges
    or security interests of any nature encumbering such Mortgage Loan.	2a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan.
    If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified
    as such, it will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	2b	Review
    all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively
    referred to in this Exhibit QQ as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any
    Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee for the non-serviced securitization trust), participation
    or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free
    and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to
    such Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will
    be a Test pass.	Collective
    Asset Status Reports
	2c	Review
    the Collective Asset Status Reports for	Collective
    Asset Status


 






     Exhibit QQ-3


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	notation
    of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer
    the Mortgage Loan. If such notation is not found, it will be a Test pass.	Reports
	 	2d	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Depositor not constituting
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	3.
    Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty
    and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such
    Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement
    may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
    the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including,
    without limitation, provisions requiring the payment of	3a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    3. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	3b	Review
    the Collective Asset Status Reports for notation of any valid offset, defense, counterclaim or	Collective
    Asset Status Reports


 


 






     Exhibit QQ-4


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	default
    interest, late fees or Prepayment Premium/Yield Maintenance Charge) may be further limited or rendered unenforceable by applicable
    law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan
    documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or
    security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). Except as
    set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available
    to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including,
    without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller
    in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to
    be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	 	right
    of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage
    Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional
    fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as
    defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note,
    Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	 
	4.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	4	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	5.
    Intentionally Omitted.	5 
	N/A	N/A


 






     Exhibit QQ-5


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	 	 
	6.
Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage
Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied,
canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such
mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in
any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the
remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material
obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in
the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material
adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date. 

         

         
	6a	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that the material terms of such documents
    have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially
    interferes with the security intended to be provided by such mortgage, except by written instruments set forth in the related
    Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	6b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any
    portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the
    security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
    except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither Mortgagor nor guarantor has been
    released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage
    File. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6d	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation of a modification, amendment or waiver that could
    be reasonably expected to have a material adverse effect	Collective
    Asset Status Reports; Mortgage Loan Documents


 


 






     Exhibit QQ-6


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	on
    such Mortgage Loan that was consented to by the Mortgage Loan Seller on or after the Cut-off Date. If no such notation is
    found, it will be a Test pass.	 
	7.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment
    of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the
    name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes
    a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable.  Each
    related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each
    related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the
    Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated
    loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 8
    below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by
    the Standard Qualifications.  Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as
    of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded
    mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien
    of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole
    Loan), except those which are bonded over, escrowed for or	7a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any endorsement
    or assignment of Mortgage or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from
    the Mortgage Loan Seller, or its Affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7b	Review
    the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage
    and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	7c	Review
    the Title Policy (as defined in representation and warranty 8) to determine if the related Mortgage is a first lien on the
    related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property.  Compare
    the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether
    they are equivalent. If each such determination is made, it will be a Test pass.	Title
    Policy; Mortgage; Mortgage Loan Schedule
	7d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s
    liens and other recorded encumbrances that would be prior to or equal with the	Title
    Policy


 






     Exhibit QQ-7


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	insured
    against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s
    knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would
    be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against
    by the applicable Title Policy.  Notwithstanding anything herein to the contrary, no representation is made as to
    the perfection of any security interest in rents or other personal property to the extent that possession or control of such
    items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	 	lien
    of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for
    or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	 
	7e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related
    Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than
    Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable
    Title Policy). If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed
    for or insured against by the applicable Title Policy. If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	7g	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion	Collective
    Asset Status Reports


 






     Exhibit QQ-8


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	that
    the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified
    on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear
    of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test
    pass.	 
	8.
                                         Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage
                                         Loan is covered by an American Land Title Association loan title insurance policy or
                                         a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
                                         (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy
                                         or a “marked up” commitment, in each case with escrow instructions and binding
                                         on the title insurer) (the “Title Policy”) in the original principal
                                         amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple
                                         properties, an amount equal to at least the allocated loan amount with respect to the
                                         Title Policy for each such property) after all advances of principal (including any advances
                                         held in escrow or reserves), that insures for the benefit of the owner of the indebtedness
                                         secured by the Mortgage, the first-priority lien of the Mortgage (which lien secures
                                         the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),
                                         which lien is subject only to (a) the lien of current real property taxes, water charges,
                                         sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions,
                                         rights of way, easements and other matters of public record specifically identified in
                                         the Title Policy; (c) the exceptions (general and specific) and exclusions set forth
                                         in such Title Policy; (d) other matters to which like properties are

         

         

         

         

         
	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	8b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the
    case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation
    and warranty 8. If so determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If
    not so determined, it will be a Test pass.	Title
    Policy


 






     Exhibit QQ-9


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	commonly
    subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
    Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage
    Loan contained in the same Cross Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title
    Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes
    with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current
    ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the
    Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  For
    purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered
    due and payable until the date on which interest and/or penalties would be payable thereon.  Except as contemplated
    by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or
    coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued,
    the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been
    made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan
    Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission,
    anything that would materially impair the coverage under such Title Policy.  Each Title Policy contains	8d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    and effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no
    such notation or other indication is found, it will be a Test pass.	Title
    Policy; Collective Asset Status Reports
	8e	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller, or any other holder
    of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that (a) the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b)
    to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous. If so determined,
    it will be a Test pass.	Title
    Policy


 






     Exhibit QQ-10


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	no
    exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
    insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is
    the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two
    or more adjoining parcels, such parcels are contiguous.	 	 	 
	9.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate
    mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage
    Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged
    Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of representation
    and warranty 7 above), and equipment and other personal property financing.  The Mortgage Loan Seller has no knowledge
    of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1 to
    the applicable Mortgage Loan Purchase Agreement.	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan. If not so determined,
    it will be a Test pass.	Title
    Policy
	9b	Review
    the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens encumbering
    the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens and equipment
    and other personal property financing. If so determined, it will be a Test pass.	Title
    Policy
	9c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of any
    mezzanine debt secured directly by interests in the related Mortgagor other than those set forth on Exhibit C-32-1 to the
    applicable Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	10.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument	Mortgage
    File; Assignment of Leases


 


 




     Exhibit QQ-11


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	a
    separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and Title
    Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases
    constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral
    assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or
    leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations
    of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement
    thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, subject
    to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver
    may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or
    for rents to be paid directly to the Mortgagee.	 	or
    incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform  certain obligations of the lessor under such lease or leases, including the right to operate the related
    leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect
    to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage; Assignment of Leases
	10c	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
    Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an
    event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee
    to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect
    the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases; Mortgage
	11.
    Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes
    a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in	11a	Review
    the Collective Asset Status Reports for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing
    statements. If such a notation or other indication is not found, it will be a	Collective
    Asset Status Reports


 






     Exhibit QQ-12


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	the
    case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the
    Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or
    recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by
    the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material
    personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased
    equipment.  Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part
    of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in
    suitable form for filing in the filing office in which such financing statement was filed.  Notwithstanding anything
    herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal
    property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code
    financing statements is required to effect such perfection.	 	Test
    pass.	 
	11b	Review
    the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in
    suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	12.
                                         Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage
                                         Loan inspected or caused to be inspected each related Mortgaged Property within six months
                                         of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

          

        An
        engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan
        no more than twelve months prior to the Cut-off Date.

         
	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
    months prior to the Cut-off Date.  Review the engineering report to confirm that	Engineering
    report; Property condition assessment


 






     Exhibit QQ-13


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	To
    the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination
    of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage
    (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by
    insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage
    Loan.	 	each
    related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be
    a Test pass.	 
	12c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of issues
    with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
    effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report
    or Servicing File and those addressed in sub-clauses (i) and (ii) of representation and warranty 12. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13.
    Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the
    Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
    water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a
    Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off
    Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges
    is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security
    sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes
    of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable
    until the date on which	13	Review
    the Collective Asset Status Reports for a notation or  other indication that all taxes, governmental assessments
    and other outstanding governmental charges  (including, without limitation, water and sewage charges) due with respect
    to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien
    on the related Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property
    have not been paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the
    unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and
    reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will
    be a Test pass.	Collective
    Asset Status Reports


 






     Exhibit QQ-14


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	interest
    and/or penalties would be payable thereon.	 	 	 
	14.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
    there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of
    the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that
    would have a material adverse effect on the value, use or operation of the Mortgaged Property.	14	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the
    Mortgage Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the
    value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	15.
    Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy
    (as defined in representation and warranty 8), an engineering report or property condition assessment as described in representation
    and warranty 12, applicable local law compliance materials as described in representation and warranty 26, and the ESA (as
    defined in representation and warranty 43), as of origination there was no pending or filed action, suit or proceeding, arbitration
    or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property,
    an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title
    to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform
    under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal
    benefit of the security intended to be provided by the Mortgage Loan documents, or (f) the current principal use of the Mortgaged
    Property.	15a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgagor’s interest in the Mortgaged Property that existed on the origination date. If such an indication is not found,
    it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	15b	Review
    the Collective Asset Status Reports to determine if an adverse outcome of any such pending, filed or threatened action, suit
    or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 15. If any such adverse
    outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and
    warranty 15, it will be a Test pass.	Collective
    Asset Status Reports


 






     Exhibit QQ-15


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	16.
    Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant
    to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under
    the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace
    or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under
    the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in
    the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer
    for the related non-serviced securitization trust).                                                                                                    	16a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required
    to be escrowed with the Mortgagee pursuant to each Mortgage Loan not in the servicer’s possession or control. If such
    a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	16b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced
    Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related non-serviced
    securitization trust). If so determined, it will be a Test pass.	Diligence
    File; Collective Asset Status Reports
	17.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
    of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged
    Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
    cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
    accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters
    with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller
    to merit such holdback). If so determined, it will be a Test pass.	Mortgage
    Loan Documents


 






     Exhibit QQ-16


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	18.
                                         Insurance. Each related Mortgaged Property is, and is required pursuant to the
                                         related Mortgage to be, insured by a property insurance policy providing coverage for
                                         loss in accordance with coverage found under a “special cause of loss form”
                                         or “all risk form” that includes replacement cost valuation issued by an
                                         insurer meeting the requirements of the related Mortgage Loan documents and having a
                                         claims-paying or financial strength rating meeting the Insurance Rating Requirements
                                         (as defined below), in an amount (subject to customary deductibles) not less than the
                                         lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable
                                         value on a replacement cost basis of the improvements, furniture, furnishings, fixtures
                                         and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction
                                         for physical depreciation), but, in any event, not less than the amount necessary or
                                         containing such endorsements as are necessary to avoid the operation of any coinsurance
                                         provisions with respect to the related Mortgaged Property.

          

        “Insurance
        Ratings Requirements” means either (1) a claims paying or financial strength rating of at least “A-:VIII”
        from A.M. Best Company (“A.M. Best”) or “A3” (or the equivalent) from Moody’s Investors
        Service, Inc. (“Moody’s”) or “A-” from S&P Global Ratings (“S&P”) or
        (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance
        provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of
        the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition
        of such term)

         
	18a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of
    the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property
    (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements
    as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined,
    it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance


 






     Exhibit QQ-17


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	and
                                         up to 40% of the coverage is provided by insurers that have a claims paying or financial
                                         strength rating of at least “BBB-” by S&P or at least “Baa3”
                                         by Moody’s, and (ii) if such syndicate consists of 4 or fewer members, at least
                                         75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements
                                         (under clause (1) of the definition of such term) and up to 25% of the coverage is provided
                                         by insurers that have a claims paying or financial strength rating of at least “BBB-”
                                         by S&P or at least “Baa3” by Moody’s.

          

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more,
        18 months).

          

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor
        is required to maintain insurance in an amount equal to the lesser of (a) the maximum amount available under the National
        Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional
        commercial mortgage lenders originating mortgage loans for securitization, (b) the outstanding principal amount of the
        Mortgage Loan and (c) the insurable value of the Mortgaged

         
	 	Mortgaged
    Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a
    period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million
    or more, 18 months). If such provisions are found, it will be a Test pass.	policies
    and/or certificates of insurance)
	18d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether
    the Mortgagor maintains insurance in an amount equal to the lesser of (a) the maximum amount available under the National
    Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required prudent institutional
    commercial mortgage lenders originating mortgage loans for securitization, (b) the outstanding principal amount of the Mortgage
    Loan and (c) the insurable value of the Mortgaged Property. If so determined, it will be a Test pass.	Insurance
    Summary Report
	18f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic	Insurance
    Summary Report (solely with respect to


  




     Exhibit QQ-18


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	Property. 

         

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or
        windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement
        cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in
        the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to
        the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

          

        The
Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general
liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage,
contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage
Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million
per occurrence and $2 million in the aggregate.
	 	coast
    of Florida, Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is
    covered for windstorm and/or windstorm related perils and/or “named storms” by an insurer meeting the Insurance
    Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in
    an not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on
    a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included
    in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
    or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the
    related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each
    part of this Test, it will be a Test pass.	residential
    cooperative properties, the insurance policies and/or certificates of insurance); Diligence File
	18g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents


 






     Exhibit QQ-19


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	  

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable
        maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In
        such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability of
        exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of
        the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not
        less than 100% of the PML.

          

        The
        Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property
        loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect
        to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan, the Mortgagee
        (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
        or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

          

        All
premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as
of the Cut-off Date have been paid, and such 
	 	death)
    in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for
    securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined,
    it will be a Test pass.	 
	18h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review
    the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the
    sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake and based on a 475-year return
    period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	18i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of
    the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property
    was obtained. If so determined, determine if the insurer is meeting the Insurance Rating Requirements (as defined in representation
    and warranty 18). The insurance amount should be not less than 100% of the PML. If so determined with respect to each part
    of the Test, it will be a Test pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or certificates of insurance)
	18j	Review
    the Mortgage Loan Documents for provisions	Mortgage
    Loan Documents


  




     Exhibit QQ-20


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	insurance
    policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement
    clause or, in the case of the general liability insurance policy, as named or additional insured.  Such insurance
    policies will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced
    Trustee).  Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such
    Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and
    expense and to charge such Mortgagor for related premiums.  All such insurance policies (other than commercial liability
    policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of
    nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such
    lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment
    of a premium and no such notice has been received by the Mortgage Loan Seller.	 	requiring
    that insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss be applied either (a)
    to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess
    of 5% of the then-outstanding principal amount of the Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the
    right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
    principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will
    be a Test pass.	 
	18k	Review
    the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off
    Date. If such a notation or other indication is found, it will be a Test pass.	Collective
    Asset Status Reports
	18l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any Mortgage Loan and its
    successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
    policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance will inure to the benefit	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance


 






     Exhibit QQ-21


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	of
    the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). If so determined, it will
    be a Test pass.	policies
    and/or certificates of insurance)
	18n	Review
    the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less
    than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If
    so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have been
    received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	19.
    Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in representation
    and warranty 8) and survey, if any, an engineering report or	19a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if	Zoning
    report; Title Policy; Survey; Engineering report or property condition


  




     Exhibit QQ-22


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	property
    condition assessment as described in representation and warranty 12, applicable local law compliance materials as described
    in representation and warranty 26, and the ESA (as defined in representation and warranty 43), each Mortgaged Property (a)
    is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded
    easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public
    or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property,
    all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels
    which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made
    to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such
    application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes
    for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.	 	each
    Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has permanent access
    easement or right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	assessment;
    Sponsor Diligence; ESA
	19b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or
    well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for
    the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	19c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
    include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made
    to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor
    to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the
    separate tax parcels are created. If so determined, it will be a Test pass.	Title
    Policy; Survey; Mortgage Loan Documents
	20.
    No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection	20a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the	Survey;
    Title Policy; Appraisal


 






     Exhibit QQ-23


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	with
    origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments
    that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all
    material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
    at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for
    encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach
    onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and
    (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable
    Title Policy.	 	Mortgaged
    Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property,
    except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.	 
	20b	Review
    the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the
    Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	20c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
    encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	21.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of
    interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage
    Loan Seller.	21	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature or a negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior
    to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with
    respect to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	22.
    REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
    (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage
    loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination
    did not exceed the non-contingent principal	22a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
    the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	22b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is	Appraisal;
    Mortgage Loan Documents


 






     Exhibit QQ-24


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	amount
    of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently
    affixed buildings and distinct structural components such as wiring, plumbing systems and central heating and air conditioning
    systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute
    to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having
    a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of
    the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least
    equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such
    date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A)
    the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of
    any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used
    to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse
    feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If
    the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
    such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above	 	secured
    by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring,
    plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings
    in their passive functions and do not produce or contribute to the production of income other than consideration for the use
    or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated
    at least equal to 80% of the initial principal amount of any Mortgage Loan (together with any related Pari Passu Companion
    Loans) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage
    Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes of clauses (i) and (ii)
    above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
    property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such
    Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the
    real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party
    credit enhancement within the meaning of Treasury Regulations  Section 1.860G-2(a)(1)(ii)). If so determined, it
    will be a Test pass.	 
	22c	Review
    the Collective Asset Status Reports for an	Collective
    Asset Status


 






     Exhibit QQ-25


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	(substituting
    the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including
    the proviso thereto.  Any Prepayment Premiums and Yield Maintenance Charges applicable to the Mortgage Loan constitute
    “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All
    terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.	 	indication
    or other notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as
    to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably
    foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence
    of representation and warranty 22 (substituting the date of the last such modification for the date any Mortgage Loan was
    originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto.
    If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	Reports
	22d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the Prepayment
    Premiums and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23.
    Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, Yield Maintenance Charge
    or Prepayment Premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state
    or federal laws, regulations and other requirements pertaining to usury.	23a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms
    of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	23b	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material
    requirements pertaining to the origination of any Mortgage Loan, including but	Collective
    Asset Status Reports


 






     Exhibit QQ-26


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	not
    limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with.
    If such a notation or other indication is not found, it will be a Test pass.	 
	23c	Review
    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	24.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as
    of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business
    in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
    and adversely affect the enforceability of such Mortgage Loan by the Trust.	24	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that
    the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized
    to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or
    other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the
    enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.	Collective
    Asset Status Reports
	25.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law
    to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage
    and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	25	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	26.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental
    authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
    Title Policy,	26a	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter;


 


 




     Exhibit QQ-27


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	a
    survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage
    Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on
    or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning
    ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy,
    use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity
    with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use,
    operation or value of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property
    may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily
    required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance
    policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the
    Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely
    affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified
    to do business in the jurisdiction in which the related Mortgaged Property is located.	 	other
    affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller
    for similar commercial and multifamily mortgage loans intended for securitization to determine if the improvements located
    on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations
    governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure.
    If so determined, it will be a Test pass.	Endorsement
    to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial
    and multifamily mortgage loans intended for securitization
	26b	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
    which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, review the
    Insurance Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any
    non-conforming use or structure. If so determined, it will be a Test pass.	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title
    Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
    mortgage loans intended for securitization; Insurance Summary Report
	26c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or	Mortgage
    Loan Documents


 






     Exhibit QQ-28


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	destruction,
    the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately
    prior to such casualty or destruction. If such provisions are found, it will be a Test pass.	 
	26d	If
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended
    for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance
    Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates
    of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for
    additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title
    Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning
    report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to
    the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial
    and multifamily mortgage loans intended for securitization
	26e	Review
    the Mortgage Loan Documents for provisions that require the related Mortgagor to be qualified to do business in the jurisdiction
    in which the related Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material	27a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material	Mortgage
    Loan Documents


 


 




     Exhibit QQ-29


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	licenses,
    permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged
    Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government
    authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the
    investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization;
    all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect
    or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable
    governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was
    used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.  The
    Mortgage Loan Documents require the related Mortgagor to comply in all material respects with all applicable regulations,
    zoning and building laws.	 	licenses,
    permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged
    Property in full force and effect. If so determined, it will be a Test pass.	 
	27b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the Mortgage
    Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental approvals
    necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material
    licenses, permits, franchises or certificates of occupancy  and applicable governmental approvals necessary could
    materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date
    of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication
    is not found, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	27c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor and the Mortgaged Property to comply in all material
    respects with all applicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from
    the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of	28a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person
    or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively,
    as of the date of origination of the related Mortgage	Mortgage
    Loan Documents


  




     Exhibit QQ-30


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	the
    related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in
    any of the following events (or negotiated provisions of substantially similar effect):  (i) if any petition for
    bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law,
    shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited
    or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or
    (iii) transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the
    Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural
    person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively,
    as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property
    that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially
    similar effect):  (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits,
    insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii)
    breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional
    material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated
    by the related Mortgaged Property to prevent such waste).	 	Loan,
    have assets other than equity in the related Mortgaged Property that are not de minimis) in connection with the events
    or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions are found,
    it will be a Test pass.	 
	28b	Review
    the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
    (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the
    Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in
    the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances
    set forth in clauses (b)(i) through (b)(iv) of representation and warranty 28. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	29.
    Mortgage Releases. The terms of the related Mortgage or	29a	Review
    the Mortgage Loan Documents for provisions	Mortgage
    Loan Documents


 






     Exhibit QQ-31


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	related
    Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the
    Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in representation
    and warranty 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such
    portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in representation
    and warranty 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which
    will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any
    material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access
    to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation.  With
    respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not
    constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations
    Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related
    Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax
    counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause (x),
    if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any	 	stating
    that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be
    released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation
    and warranty 29. If such provisions are found, it will be a Test pass.	 
	29b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d)
    of the first sentence of representation and warranty 29 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2)
    and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of
    Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition
    such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified
    in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property
    constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage
    Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release
    is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion
    Loans) outstanding after the release, the Mortgagor is required to make a	Mortgage
    Loan Documents


 






     Exhibit QQ-32


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	lien
                                         on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
                                         of any lien on the real property that is in parity with the Mortgage Loan) after the
                                         release is not equal to at least 80% of the principal balance of the Mortgage Loan (together
                                         with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor
                                         is required to make a payment of principal in an amount not less than the amount required
                                         by the REMIC Provisions.

          

        In
the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision
or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance
of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by
the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration
of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property
from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting
the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan
and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least
80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).
	 	payment
    of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will
    be a Test pass.	 
	29c	Review
    the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of
    a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu
    Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from
    any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
    if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into
    account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property
    (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
    of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal
    balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents
	29d	Review
    the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property
    or that is cross-	Mortgage
    Loan Documents


 






     Exhibit QQ-33


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	No
    such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage
    Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due
    to a partial condemnation, other than in compliance with the REMIC Provisions.	 	collateralized
    with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion
    thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions. If such provisions are
    found, it will be a Test pass.	 
	30.
    Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the
    Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly
    (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential
    cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base
    rent, and (c) annual financial statements.	30a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
    will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans
    secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5%
    of the in-place base rent and annual financial statements.  If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31.
    Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s
    knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically
    exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance
    Program	31a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from
    coverage, or if they do, there exists a separate terrorism insurance policy related to the	Mortgage
    Loan Documents; Insurance coverage review document


  




     Exhibit QQ-34


     


    

  


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	Reauthorization
    Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”),
    from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect
    to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring
    coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require
    such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Schedule
    C to the applicable Mortgage Loan Purchase Agreement; provided, that if TRIPRA or a similar or subsequent statute is not in
    effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required
    to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage
    more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental
    loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake
    components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage
    Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount
    of terrorism insurance available with funds equal to such amount.	 	Mortgaged
    Property.  If such an indication is found, it will be a Test pass.	 
	31b	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for
    Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 31), or damages related thereto, except
    to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
    terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIPRA
    or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the
    Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be
    required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable
    in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount,
    the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
    If such provisions are not found, it will be a Test pass.	Mortgage
    Loan Documents
	32.
    Due on Sale or Encumbrance. Subject to specific	32a	Review
    the Mortgage Loan Documents for “due-on-	Mortgage
    Loan Documents


  




     Exhibit QQ-35


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	exceptions
    set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the
    payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which
    consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan
    documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage
    Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly
    replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage
    Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor,
    is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers
    or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan
    documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder
    of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person
    satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly
    traded companies or (vi) a substitution or release of collateral within the parameters of representation and warranties 29
    and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set
    forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement, or future	 	sale”
    or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the
    circumstances described in the first sentence of representation and warranty 32. If such provisions are found, it will be
    a Test pass.	 
	32b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents


 






     Exhibit QQ-36


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	permitted
    mezzanine debt as set forth on Exhibit C-32-2 to the applicable Mortgage Loan Purchase Agreement, or (b) the related Mortgaged
    Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i)
    any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related
    Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted
    with another Mortgage Loan as set forth on Exhibit C-32-2 to the related Mortgage Loan Purchase Agreement or (iv) Permitted
    Encumbrances.  The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are
    incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such
    payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	33.
    Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long
    as the Mortgage Loan is outstanding.  Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has
    a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan
    documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or
    the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose
    of owning and operating one or more of the Mortgaged Properties and	33a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 33) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	33b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for
    provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents


 






     Exhibit QQ-37


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	prohibit
    it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents
    further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does
    not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties,
    or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that
    it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for
    a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself
    out as a legal entity, separate and apart from any other person or entity.	 	pass.	 
	33c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such
    an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	34.
    Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of
    conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the
    Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the
    meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled
    payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or
    after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium) or,
    if the Mortgage Loan is an ARD Loan, the entire principal balance	34	Review
    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 34. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents


 






     Exhibit QQ-38


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	outstanding
    on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a Yield Maintenance
    Charge or Prepayment Premium), and if the Mortgage Loan permits partial releases of real property in connection with partial
    defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal
    amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released;
    (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor
    is required to provide a certification from an independent certified public accountant that the collateral is sufficient to
    make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance
    collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of
    counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii)
    the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition
    precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s
    fees and opinions of counsel.	 	 	 
	35.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.	35	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents
	36.
    Ground Leases. For purposes of these representations and	36a	Review
    the appraisal to determine if the Mortgage	Appraisal;
    Title Policy;


 






     Exhibit QQ-39


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	warranties,
                                         a “Ground Lease” shall mean a lease creating a leasehold estate in
                                         real property where the fee owner as the ground lessor conveys for a term or terms of
                                         years its entire interest in the land and buildings and other improvements, if any, comprising
                                         the premises demised under such lease to the ground lessee (who may, in certain circumstances,
                                         own the building and improvements on the land), subject to the reversionary interest
                                         of the ground lessor as fee owner.

          

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and
        the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based
        upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage
        Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage
        Loan Seller represents and warrants that:

         

        (A)       The
Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is
acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee
to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors
or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change
in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the
related Mortgage File; 
	 	Loan
    is secured by a Ground Lease (as defined in representation and warranty 36), in whole or in part. If so, review the Title
    Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee
    interest in the Mortgaged Property. If such an indication exists, proceed to Tests 36b through 36r.	Mortgage
    Loan Documents
	36b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	36c	Review
    the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by
    the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner
    that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36d	Review
    the Collective Asset Status Reports for notation that, as of the Closing Date, there was a material change in the terms of
    the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review
    the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement
    or instrument is in the Mortgage File, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage File
	36e	Review
    the Ground Lease and Related Documents for a provision that the Ground Lease may not be	Ground
    Lease and Related Documents


 






     Exhibit QQ-40


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	  

        (B)       The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease
        and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor
        and lessee without the prior written consent of the Mortgagee and that any such action without such consent is not binding
        on the Mortgagee, its successors or assigns, provided that the Mortgagee has provided lessor with notice of its lien in
        accordance with the terms of the Ground Lease;

          

        (C)       The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years
        beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully
        amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

          

        (D)       The
Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with,
the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or
(ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on
the lessor’s fee interest is subject;
	 	amended,
    modified, canceled or terminated without the prior written consent of the Mortgagee and that any such action without such
    consent is not binding on the Mortgagee, its successors or assigns, provided that Mortgagee has provided lessor with
    notice of its lien in accordance with the terms of the Ground Lease. If such a provision is found, it will be a Test pass.	 
	36f	Review
    the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more
    optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or
    the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past
    the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that
    accrues on an actual 360 basis, substantially  amortizes). If such an indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or
    encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor
    and the Permitted Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment
    agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication
    is found, it will be a Test pass.	Title
    Policy; SNDA
	36h	Review
    the Ground Lease and Related Documents for an indication that the Ground Lease does not place	Ground
    Lease and Related Documents


 






     Exhibit QQ-41


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	(E)       Subject
                                         to the notice requirements of the Ground Lease and Related Documents, the Ground Lease
                                         does not place commercially unreasonable restrictions on the identity of the Mortgagee
                                         and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors
                                         and assigns without the consent of the lessor thereunder (or, if such consent is required
                                         it either has been obtained or cannot be unreasonably withheld, provided that such Ground
                                         Lease has not been terminated and all amounts due thereunder have been paid), and in
                                         the event it is so assigned, it is further assignable by the holder of the Mortgage Loan
                                         and its successors and assigns without the consent of the lessor (or, if such consent
                                         is required it either has been obtained or cannot be unreasonably withheld, provided
                                         that such Ground Lease has not been terminated and all amounts due thereunder have been
                                         paid);

          

        (F)       The
        Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground
        Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition
        that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground
        Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing
        Date;

          

        (G)       The
Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, and provide that
no notice of default or termination is effective against the Mortgagee unless such notice is given to
	 	commercially
    unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage
    Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either
    has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all
    amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	 
	36i	Review
    the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by
    the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required
    it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated
    an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground
    Lease and Related Documents
	36j	Review
    the Collective Asset Status Reports for notation that the Mortgage Loan Seller has received any written notice of material
    default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36k	Review
    the Collective Asset Status Reports for notation that to the Mortgage Loan Seller’s knowledge, there is a material default
    under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default
    under the terms of such Ground Lease. If no	Collective
    Asset Status Reports


 






     Exhibit QQ-42


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	the
                                         Mortgagee;

         

        (H)       A
        Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the
        interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
        is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (I)       The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

          

        (J)       Under
        the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation
        award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or
        taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related
        Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage
        Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair
        or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with
        any accrued interest;

          

        (K)       In
the case of a total or substantially total taking or 
	 	such
    notation is found, it will be a Test pass.	 
	36l	Review
    the Collective Asset Status Reports for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was
    not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	36m	Review
    the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice
    of any default, and provide that no notice of default or termination is effective against the Mortgagee unless such notice
    is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	36n	Review
    the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including,
    where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
    to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before
    the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	36o	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the
    origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will
    be a Test pass.	Ground
    Lease
	36p	Review
    the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that	Ground
    Lease and Related Documents; Mortgage


 






     Exhibit QQ-43


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	loss,
                                         under the terms of the Ground Lease and Related Documents, any related insurance proceeds,
                                         or portion of the condemnation award allocable to ground lessee’s interest in respect
                                         of a total or substantially total loss or taking of the related Mortgaged Property to
                                         the extent not applied to restoration, will be applied first to the payment of the outstanding
                                         principal balance of the Mortgage Loan, together with any accrued interest; and

          

        (L)       Provided
that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
proceeding.
	 	any
    related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other
    than in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to
    the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess
    of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having
    the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal
    balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Loan
    Documents
	36q	Review
    the Ground Lease and Related Documents and the  Mortgage Loan Documents for an indication that, in the case of a
    total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related
    Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s
    interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied
    to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with
    any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease and Related Documents; Mortgage Loan Documents
	36r	Review
    the Ground Lease and Related Documents for provisions that, provided that the Mortgagee cures any defaults which are susceptible
    to being cured, the	Ground
    Lease and Related Documents


 






     Exhibit QQ-44


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	ground
    lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including
    rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	 
	37.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan
    have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit
    loan programs.	37	Review
    the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the
    servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material
    respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan programs.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	38.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the
    Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal
    and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with,
    or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided
    that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local
    law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase Agreement.	38	Review
    the Collective Asset Status Reports for notation to the effect that the origination practices of the Mortgage Loan Seller
    (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not
    been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof
    did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating
    to the origination of such Mortgage Loan; provided that representation and warranty 38 does not address or otherwise cover
    any matters with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase
    Agreement. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	39.
    Intentionally Omitted.	39	N/A	N/A 



 






     Exhibit QQ-45


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	 	 
	40.
    No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan
    has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable
    grace or cure period) in making required payments.  To the Mortgage Loan Seller’s knowledge, there is (a)
    no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event
    (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any
    grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach,
    violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value
    of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation
    and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises
    out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit C to the
    applicable Mortgage Loan Purchase Agreement.  No person other than the holder of such Mortgage Loan may declare
    any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	40a	Review
    the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving
    effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage
    Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace
    or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	40b	Review
    the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of (a) a material default,
    breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments
    due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period,
    would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event
    of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage
    Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	41.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge
    as of the Cut-off Date, neither the Mortgaged Property (other	41	Review
    the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property
    (other than any tenants of	Lexis/Nexis
    (or comparable) search; Collective Asset Status


 






     Exhibit QQ-46


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	than
    any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant
    occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.	 	such
    Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant
    property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation
    is found, it will be a Test pass.	Reports
	42.
    Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor
    is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
    of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with
    another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the related Mortgage Loan Purchase Agreement, no Mortgage
    Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan.  An “Affiliate”
    for purposes of this representation and warranty 42 means, a Mortgagor that is under direct or indirect common ownership and
    control with another Mortgagor.	42a	Review
    the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating
    that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia
    or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.	Diligence
    File
	42b	Review
    the Diligence File for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted
    with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the related Mortgage Loan Purchase Agreement,
    no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File
	43.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II
    environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively,
    an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with
    such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such
    ESA (i) did not identify the existence of	43a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 43) is included. If so, review the ESA
    for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File; ESA
	43b	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for	ESA


 






     Exhibit QQ-47


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	recognized
    environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”)
    at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition
    or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A)
    an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure
    any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related
    Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence
    of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action
    in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the
    related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified
    in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and
    as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or
    the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed”
    or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or
    a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition
    was obtained from an insurer rated no less than “A-” (or the equivalent) by	 	further
    investigation. If no such indication is found, it will be a Test pass.	 
	43c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts
    43c-1 through 43c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA;
    Escrow Statements; Loan Documents; Diligence File
	 	1.   
    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to
    be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements
	 	2. 
    Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 ESA
	 	3. 
    Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated
    in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained
    from the applicable	Diligence
    File


 






     Exhibit QQ-48


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	Moody’s,
    S&P, Fitch Ratings, Inc. and/or A.M. Best; (E) a party not related to the Mortgagor was identified as the responsible
    party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate
    to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate
    to address the situation is required to take action.  To the Mortgage Loan Seller’s knowledge, except as set
    forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related
    Mortgaged Property.	 	governmental
    regulatory authority, or a reputable environmental consultant has concluded that no further action is required.	 
	 	4. 
    Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution
    legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer
    rated no less than A- (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best.	Insurance
    coverage review documents
	 	5. 
    Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party
    for such condition or circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller
    to be adequate to address the situation.	Diligence
    File
	 	6.
    Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by
    the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence
    File
	43d	Review
    the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of any environmental condition
    at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; ESA
	44.
    Intentionally Omitted.	44	N/A	N/A

         

	45.
    Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the Mortgage Loan origination date, and within 12	45a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the
    Cut-off Date. If so	Appraisal


 






     Exhibit QQ-49


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	months
    of the Cut-off Date.  The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute, and
    (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
    Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
    of the Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal
    satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal
    Standards Board of the Appraisal Foundation.	 	determined,
    it will be a Test pass.	 
	45b	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	45c	Review
    the appraisal to determine if it signed by an appraiser that is a Member of the Appraisal Institute, that the Mortgage Loan
    Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor
    or in any loan made on the security thereof, and that the appraiser’s compensation is not affected by the approval or disapproval
    of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	45d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	46.
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule
    attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of
    the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	46a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and
    (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies,
    it will	Mortgage
    Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report


 






     Exhibit QQ-50


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	 	 	be
    a Test pass.	 
	46b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they
    match. If there are no discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Pooling and Servicing Agreement
	47.
    Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that
    is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	47	Except
    with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage
    Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	48.
    Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or
    other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller
    to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate,
    directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage
    Loan.  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution
    to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	48a	Review
    the Collective Asset Status Reports for a notation or other indication that an advancement of funds (other than loan proceeds
    advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds
    have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account
    of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	48b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital
    contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not
    so determined, it will be a Test pass.	Mortgage
    Loan Documents
	49.
    Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all
    applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act	49	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller
    did not comply with its internal procedures with respect to all applicable anti-	Collective
    Asset Status Reports


 






     Exhibit QQ-51


     


    

 


	 	 	 	 
	Representations
    and Warranties	          Test	Review
    Materials
	of
    2001 with respect to the origination of the Mortgage Loan.	 	money
    laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination
    of any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	 


  



     Exhibit QQ-52


     


    


 


EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2018-C48

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series
2018-C48



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of December
1, 2018 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized representative of the
Depositor][a designee of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes
of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise
make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that
the representations above remains true and correct.



 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


 



* Required to the extent that a party other than the Asset Representations
Reviewer is identified by the Depositor as needing access to the Secure Data Room.




 






    Exhibit RR-1


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:	 
	 	 	Name:
Title:


 


Dated: ___________


 





	[Wells Fargo Commercial Mortgage Securities, Inc.,

as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]

[Title]	 



 




    Exhibit RR-2


     


    

 


EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-C48 Asset Manager
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: WFCM 2018-C48—Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com
(with WFCM 2018-C48 in the subject line)

	 	 
	
        LNR Partners,
LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett. and Job Warshaw

Facsimile number: (305) 695-5601

Email: hbennett@lnrpartners.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com
	 


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series
2018-C48



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 






    Exhibit SS-1


     


    

 


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 Wells Fargo Commercial Mortgage Trust 2018-C48, Commercial Mortgage
Pass-Through Certificates, Series 2018-C48
	 	 
	 	By:	 
	 	 	[Name]

[Title]



 




    Exhibit SS-2


     


    

 


EXHIBIT
TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT IN RESPECT OF THE RISK RETENTION CERTIFICATES


 


[Date]


 


	
        Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

CRRCompliance@wellsfargo.com
	
        [Argentic Securities Holdings Cayman Limited 40 West
57th Street, 29th Floor

        New York, New York 10019

        Attention: Darren J. Gluck

        Email: dgluck@argenticmgmt.com]

        [OR SUBSEQUENT TRANSFEREE]



 


		Re:	Wells Fargo
                                         Commercial Mortgage Trust 2018-C48, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-C48



 


In accordance with Section
[5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Agreement”), the
Certificate Administrator, as custodian, hereby acknowledges receipt of $[_] of the Class [E-RR][F-RR][G-RR][H-RR] Certificates
in the form of Definitive Certificates (CUSIP No. [_]) as defined in the Agreement, for the benefit of [Argentic Securities Holdings
Cayman Limited][Subsequent Transferee]. A copy of the Class [E-RR][F-RR][G-RR][H-RR] is attached as Exhibit A. Payments on the
Class [E-RR][F-RR][G-RR][H-RR] will be made to the registered holder thereto in accordance with the Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Name:

Title:


 




    Exhibit TT-1


     


    

 


SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	Sheraton Grand Nashville Downtown



 


		2.	Starwood Hotel Portfolio



 


		3.	Christiana Mall



 


		4.	Prudential – Digital Realty Portfolio



 


		5.	Danbury Commerce Portfolio



 


		6.	Aventura Mall



 


		7.	Lakeside Pointe & Fox Club Apartments



 


		8.	Virginia Beach Hotel Portfolio



 


		9.	Home Depot Technology Center



 


		10.	Liberty Portfolio



 


		11.	Fair Oaks Mall



 







    Schedule 1-1


     


    

 


SCHEDULE 2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 




	
        Distribution
Date
	
        Class
A-SB Planned Principal Balance ($)

	January 2019	32,713,000.00
	February 2019	32,713,000.00
	March 2019	32,713,000.00
	April 2019	32,713,000.00
	May 2019	32,713,000.00
	June 2019	32,713,000.00
	July 2019	32,713,000.00
	August 2019	32,713,000.00
	September 2019	32,713,000.00
	October 2019	32,713,000.00
	November 2019	32,713,000.00
	December 2019	32,713,000.00
	January 2020	32,713,000.00
	February 2020	32,713,000.00
	March 2020	32,713,000.00
	April 2020	32,713,000.00
	May 2020	32,713,000.00
	June 2020	32,713,000.00
	July 2020	32,713,000.00
	August 2020	32,713,000.00
	September 2020	32,713,000.00
	October 2020	32,713,000.00
	November 2020	32,713,000.00
	December 2020	32,713,000.00
	January 2021	32,713,000.00
	February 2021	32,713,000.00
	March 2021	32,713,000.00
	April 2021	32,713,000.00
	May 2021	32,713,000.00
	June 2021	32,713,000.00
	July 2021	32,713,000.00
	August 2021	32,713,000.00
	September 2021	32,713,000.00
	October 2021	32,713,000.00
	November 2021	32,713,000.00
	December 2021	32,713,000.00
	January 2022	32,713,000.00
	February 2022	32,713,000.00
	March 2022	32,713,000.00
	April 2022	32,713,000.00
	May 2022	32,713,000.00
	June 2022	32,713,000.00
	July 2022	32,713,000.00
	August 2022	32,713,000.00
	September 2022	32,713,000.00
	October 2022	32,713,000.00
	November 2022	32,713,000.00
	December 2022	32,713,000.00
	January 2023	32,713,000.00
	February 2023	32,713,000.00
	March 2023	32,713,000.00
	April 2023	32,713,000.00
	May 2023	32,713,000.00
	June 2023	32,713,000.00
	July 2023	32,713,000.00
	August 2023	32,713,000.00
	September 2023	32,713,000.00
	October 2023	32,712,570.05
	November 2023	32,309,828.29
	December 2023	31,830,144.65








	
        Distribution
Date
	
        Class
A-SB Planned Principal Balance ($)

	January 2024	31,350,690.88
	February 2024	30,869,023.37
	March 2024	30,281,983.29
	April 2024	29,795,378.95
	May 2024	29,255,113.46
	June 2024	28,763,766.49
	July 2024	28,218,890.11
	August 2024	27,691,195.53
	September 2024	27,161,065.14
	October 2024	26,573,810.87
	November 2024	26,038,521.50
	December 2024	25,409,570.39
	January 2025	24,836,467.90
	February 2025	24,260,730.13
	March 2025	23,506,911.61
	April 2025	22,925,057.61
	May 2025	22,282,248.42
	June 2025	21,694,762.01
	July 2025	21,046,476.96
	August 2025	20,453,306.94
	September 2025	19,857,409.11
	October 2025	19,200,946.47
	November 2025	18,598,866.08
	December 2025	17,952,211.32
	January 2026	17,358,874.01
	February 2026	16,762,805.11
	March 2026	15,995,924.36
	April 2026	15,393,578.34
	May 2026	14,732,640.01
	June 2026	14,124,477.10
	July 2026	13,457,883.54
	August 2026	12,843,850.78
	September 2026	12,226,990.91
	October 2026	11,551,942.10
	November 2026	10,929,133.22
	December 2026	10,248,300.73
	January 2027	9,619,488.70
	February 2027	8,987,781.34
	March 2027	8,188,562.44
	April 2027	7,550,264.21
	May 2027	6,854,372.83
	June 2027	6,209,930.44
	July 2027	5,508,065.65
	August 2027	4,857,423.15
	September 2027	4,203,784.55
	October 2027	3,492,979.14
	November 2027	2,833,056.73
	December 2027	2,116,142.13
	January 2028	1,449,878.70
	February 2028	780,547.06
	March 2028	836.41
	April 2028 and thereafter	0.00










 



    Schedule 2-1


     


    

 


SCHEDULE 3



DESIGNATED ESCROWS AND RESERVES


 


	Mortgage Loan

Number	Mortgage Loan Name	Applicable Escrow or

Reserve (Initial Amount)
	4	Riverworks	Earnout Letter of Credit ($5,629,000)
	18	Waterford Tulsa Apartments	Debt Yield Holdback ($750,000)
	29	Kennedy Road Marketplace	Earnout Reserve ($1,250,000)



 



    Schedule 3-1